EX-10.14



 Exhibit 10.14 

LOAN AND SECURITY AGREEMENT 

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 12, 2015 (the “Effective
Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and MINDBODY, INC., a California corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and
Borrower shall repay Bank. The parties agree as follows: 
  

	 	1	ACCOUNTING AND OTHER TERMS 

 Accounting terms not defined in this Agreement shall
be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement,
unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. 
  

	 	2	LOAN AND TERMS OF PAYMENT 

 2.1 Promise to Pay. Borrower hereby
unconditionally promises to pay Bank the outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this Agreement. 

2.2 Revolving Advances. 

(a) Availability. Subject to the terms and conditions of this Agreement and to deduction of Reserves (provided, however, that Bank shall
consult with Borrower prior to imposing such deduction), Bank shall make Advances not exceeding the Availability Amount. Amounts borrowed under the Revolving Line may be repaid and, prior to the Revolving Line Maturity Date, reborrowed, subject to
the applicable terms and conditions precedent herein 
 (b) Termination; Repayment. The Revolving Line terminates on the Revolving
Line Maturity Date, when the principal amount of all Advances, the unpaid interest thereon, and all other Obligations relating to the Revolving Line shall be immediately due and payable. 

(c) Prepayment. 
 (i)
Mandatory Prepayment Upon an Acceleration. If the Advances are accelerated following the occurrence of an Event of Default or otherwise, Borrower shall immediately pay to Bank an amount equal to the sum of (i) all outstanding principal
with respect to the Advances, plus accrued and unpaid interest thereon, (ii) the Facility Fee (if applicable) and (iii) all other sums, including Bank Expenses, if any, that shall have become due and payable hereunder in connection with
the Revolving Line, including interest at the Default Rate with respect to any past due amounts. 
 (ii) Voluntary Prepayment.
Borrower shall have the option to terminate the Revolving Line prior to the Revolving Line Maturity Date provided Borrower (i) delivers written notice to Bank of its election to terminate the Revolving Line at least ten (10) Business Days
prior to such termination, and (ii) pays, on the date of such termination (a) all of the outstanding principal with respect to the Advances, plus accrued and unpaid interest thereon, (b) the Facility Fee (if applicable), and
(c) all other sums, including Bank Expenses, if any, that shall have become due and payable hereunder in connection with the Revolving Line. 

2.3 Overadvances. If, at any time, the outstanding principal amount of any Advances exceeds the lesser of either (i) the Revolving
Line or (ii) the MRR multiplied by the Advance Rate, Borrower shall immediately pay to Bank in cash the amount of such excess (such excess, the “Overadvance”). Without limiting Borrower’s obligation to repay Bank any
Overadvance, Borrower agrees to pay Bank interest on the outstanding amount of any Overadvance, on demand, at the Default Rate. 

  
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 2.4 Payment of Interest on the Credit Extensions. 

(a) Advances. Subject to Section 2.4(b), the principal amount outstanding under the Revolving Line shall accrue interest at a
floating per annum rate equal to the greater of (i) one half of one percent (0.50%) above the Prime Rate or (ii) three and one quarter of one percent (3.25%), which interest shall be payable monthly in accordance with Section 2.4(d)
below. 
 (b) Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall bear
interest at a rate per annum which is three percentage points (3.00%) above the rate that is otherwise applicable thereto (the “Default Rate”). 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 2.4(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) Adjustment to Interest Rate. Changes to the interest rate of any Credit Extension based on changes to the Prime Rate shall be
effective on the effective date of any change to the Prime Rate and to the extent of any such change. 
 (d) Payment; Interest
Computation. Interest is payable monthly on the last calendar day of each month and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 p.m.
Pacific time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that
if any Credit Extension is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension. 

2.5 Fees. Borrower shall pay to Bank: 

(a) Facility Fee. The Facility Fee, when due hereunder; and 

(b) 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 (or, if no stated due date, upon demand by Bank). 
 (c) Fees Fully
Earned. Unless otherwise provided in this Agreement or in a separate writing by Bank, Borrower shall not be entitled to any credit, rebate, or repayment of any fees earned by Bank pursuant to this Agreement notwithstanding any termination of
this Agreement or the suspension or termination of Bank’s obligation to make loans and advances hereunder. Bank may deduct amounts owing by Borrower under the clauses of this Section 2.5 pursuant to the terms of Section 2.6(c). Bank
shall provide Borrower written notice of deductions made from the Designated Deposit Account pursuant to the terms of the clauses of this Section 2.5. 

2.6 Payments; Application of Payments; Debit of Accounts. 

(a) All payments to be made by Borrower under any Loan Document shall be made in immediately available funds in Dollars, without setoff or
counterclaim, before 12:00 p.m. Pacific time on the date when due. Payments of principal and/or interest received after 12:00 p.m. Pacific time are considered received at the opening of business on the next Business Day. When a payment is due on a
day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. 

(b) Bank has the exclusive right to determine the order and manner in which all payments with respect to the Obligations may be applied.
Borrower shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required to be made by Borrower to Bank or otherwise received by Bank under this Agreement when any such allocation or application
is not specified elsewhere in this Agreement. 

  
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 (c) 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 when due. These debits shall not constitute a set-off. 

2.7 Withholding. Payments received by Bank from Borrower under this Agreement will be made free and clear of and without deduction for
any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority (including any interest, additions to tax or penalties applicable thereto).
Specifically, however, if at any time any Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any withholding or deduction from any such payment or other sum payable hereunder to Bank, Borrower
hereby covenants and agrees that the amount due from Borrower with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required withholding or deduction, Bank
receives a net sum equal to the sum which it would have received had no withholding or deduction been required, and Borrower shall pay the full amount withheld or deducted to the relevant Governmental Authority. Borrower will, upon request, furnish
Bank with proof reasonably satisfactory to Bank indicating that Borrower has made such withholding payment; provided, however, that Borrower need not make any withholding payment if the amount or validity of such withholding payment is contested in
good faith by appropriate and timely proceedings and as to which payment in full is bonded or reserved against by Borrower. The agreements and obligations of Borrower contained in this Section 2.7 shall survive the termination of this
Agreement. 
  

	 	3	CONDITIONS OF LOANS 

 3.1 Conditions Precedent to Initial Credit Extension.
Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably
deem necessary or appropriate, including, without limitation: 
 (a) duly executed original signatures to the Loan Documents; 

(b) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or
equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty
(30) days prior to the Effective Date; 
 (c) duly executed original signatures to the completed Borrowing Resolutions for Borrower;

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

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

(f) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof. 

3.2 Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit
Extension, is subject to the following conditions precedent: 
 (a) except as otherwise provided in Section 3.5, timely receipt of an
executed Transaction Report; 
 (b) the representations and warranties in this Agreement shall be true, accurate, and complete in all
material respects on the date of the Transaction Report and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that


  
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already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true,
accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that
the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are
qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and 

(c) a Material Adverse Change has not occurred. 

3.3 Post-Closing Conditions. 

(a) Within ten (10) days after the Effective Date, evidence satisfactory to Bank that the insurance policies and endorsements 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 or endorsements in favor of Bank. 

(b) Within thirty (30) days after the Effective Date, Bank shall have received, in form and substance satisfactory to Bank: 

(i) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; 

(ii) a landlord’s consent in favor of Bank with respect to each of (i) 4051 Broad Street, Suites 110, 120, 122, 126, 140, 220 and
230, San Luis Obispo, California 93401 and (ii) 651 Tank Farm Road, San Luis Obispo, CA 93401, by the respective landlords thereof, together with the duly executed original signatures thereto; 

(iii) on a commercially reasonable efforts basis, an equipment holder’s acknowledgment in favor of Bank with respect to each of
(i) 17400 Von Karman Ave., Irvine, CA 92602 and (ii) 7135 S. Decatur Blvd., Las Vegas, NV 89118, by the respective equipment holders thereof, together with the duly executed original signatures thereto. 

(iv) on a commercially reasonable efforts basis, a landlord’s consent in favor of Bank with respect to each of Borrower’s leased
locations other than the locations set forth in Section 3.3(b), by the respective landlords thereof, together with the duly executed original signatures thereto; and 

(v) on a commercially reasonable efforts basis, an equipment holder’s acknowledgement in favor of Bank with respect to each of
Borrower’s server locations other than the locations set forth in Section 3.3(c), by the respective equipment holders thereof, together with the duly executed original signatures thereto. 

(c) Within forty-five (45) days after the Effective Date, Bank shall have received, in form and substance satisfactory to Bank, duly
executed original signatures to the Control Agreements. 
 3.4 Covenant to Deliver. 

Except as otherwise provided in Section 3.3, 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. 

  
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 3.5 Procedures for Borrowing. Subject to the prior satisfaction of all other applicable
conditions to the making of an Advance set forth in this Agreement, to obtain an Advance, Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail by 12:00 p.m. Pacific time on the Funding Date of the Advance. In connection
with such notification, Borrower must promptly deliver to Bank by electronic mail a completed Transaction Report executed by an Authorized Signer together with such other reports and information, including without limitation, sales journals, cash
receipts journals, accounts receivable aging reports, as Bank may request in its sole discretion. Bank shall credit proceeds of an Advance to the Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from an
Authorized Signer or without instructions if the Advances are necessary to meet Obligations which have become due. 
  

	 	4	CREATION OF SECURITY INTEREST. 

 4.1 Grant of Security Interest. Borrower
hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all
proceeds and products thereof. 
 Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services
Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such
Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this
Agreement). 
 If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate
indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at the
sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in
full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such
Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and
(y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become
due in connection therewith (as estimated by Bank in its business judgment), to secure all of the Obligations relating to such Letters of Credit. 

4.2 Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall
at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien under this
Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds
thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. 
 4.3
Authorization to File Financing Statements. Borrower hereby authorizes Bank to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a
notice that any disposition of the Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of Bank under the Code. 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. 

  
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	 	5	REPRESENTATIONS AND WARRANTIES 

 Borrower represents and warrants as follows: 

5.1 Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization
in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do
so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection
Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is
organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the
Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each
of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the
Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date
to the extent permitted by one or more specific provisions in this Agreement). 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) conflict with,
contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is
bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business. 
 5.2
Collateral. Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral
Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such
actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.8(b). 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 otherwise provided in the Perfection
Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. 

All Inventory is in all material respects of good and marketable quality, free from material defects. 

Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to
its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent
which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been
judged invalid or unenforceable, in whole or in part. To the best of 

  
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Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be
expected to have a material adverse effect on Borrower’s business. 
 Except as noted on the Perfection Certificate, Borrower is not a
party to, nor is it bound by, any Restricted License. 
 5.3 Eligible Customer Accounts. For any Eligible Customer Account in any MRR
calculation, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Customer Account are and shall be true and correct and all such invoices, instruments and other documents,
and all of Borrower’s Books are genuine and in all respects what they purport to be. Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in
such funds and verify the amount of such Eligible Customer Account. All sales and other transactions underlying or giving rise to each Eligible Customer Account shall comply in all material respects with all applicable laws and governmental rules
and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Customer Accounts in any MRR calculation. To the best of Borrower’s knowledge, all signatures and
endorsements on all documents, instruments, and agreements relating to all Eligible Customer Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. Borrower is the owner of
and has the legal right to sell, transfer, assign and encumber each Eligible Customer Account, and there are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount. 

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

5.5 Financial Statements; Financial Condition. All consolidated financial statements for Borrower and any of its Subsidiaries delivered
to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. There has not been any material deterioration in Borrower’s consolidated financial
condition since the date of the most recent financial statements submitted to Bank. 
 5.6 Solvency. The fair salable value of
Borrower’s consolidated assets (including goodwill minus disposition costs) exceeds the fair value of Borrower’s liabilities; Borrower is not left with unreasonably small capital after the transactions in this Agreement; and Borrower is
able to pay its debts (including trade debts) as they mature. 
 5.7 Regulatory Compliance. Borrower is not an “investment
company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Borrower is not engaged as one of its important activities in extending credit for margin stock (under
Regulations X, T and U of the Federal Reserve Board of Governors). Borrower (a) has complied in all material respects with all Requirements of Law, and (b) has not violated any Requirements of Law the violation of which could reasonably be
expected to have a material adverse effect on its business. None of Borrower’s or any of its Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons,
in disposing, producing, storing, treating, or transporting any hazardous substance other than legally. Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and
given all notices to, all Government Authorities that are necessary to continue their respective businesses as currently conducted. 

5.8 Subsidiaries; Investments. Borrower does not own any stock, partnership, or other ownership interest or other equity securities
except for Permitted Investments. 
 5.9 Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax
returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except to the extent such taxes are being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. 

  
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 To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank
in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the
Collateral that is other than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower
has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination
of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any
other governmental agency. 
 5.10 Use of Proceeds. Borrower shall use the proceeds of the Credit Extensions solely as working
capital and to fund its general business requirements and not for personal, family, household or agricultural purposes. 
 5.11 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). 
 5.12 Definition of “Knowledge.” For purposes of the Loan Documents, whenever a
representation or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation,
of any Responsible Officer. 
  

	 	6	AFFIRMATIVE COVENANTS 

 Borrower shall do all of the following: 

6.1 Government Compliance. 

(a) Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain
qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s business or operations. Borrower shall comply, and have each Subsidiary comply, in all material
respects, with all laws, ordinances and regulations to which it is subject. 
 (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. Provide Bank with the following: 

(a) a Transaction Report (and any schedules related thereto) within twenty (20) days after the end of each month; 

(b) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared (i) consolidated
and consolidating balance sheet and income statement and (ii) consolidated cash flow statement, covering Borrower’s and each of its Subsidiary’s operations for such month certified by a Responsible Officer and in a form acceptable to
Bank (the “Monthly Financial Statements”); 

  
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 (c) within thirty (30) days after the last day of each month and together with the Monthly
Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth
calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks
(other than held checks disclosed in the Compliance Certificate); 
 (d) within thirty (30) days after the last day of each month, a
SaaS based metrics report including Annualized Churn Rate and MRR; 
 (e) within thirty (30) days following the end of each fiscal year
of Borrower, annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, as approved by Borrower’s board of directors, together with any related business
forecasts used in the preparation of such annual financial projections; 
 (f) as soon as available, and in any event within one hundred
eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than with respect to a going concern
qualification based on liquidity factors) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; 

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

(i) 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, Five Hundred Thousand Dollars ($500,000) or more; 

(j) As soon as available, but no later than thirty (30) days after completion, Borrower’s 409(a) valuation report; and 

(k) other financial information reasonably requested by Bank. 

6.3 Accounts Receivable. 

(a) Schedules and Documents Relating to Accounts. Borrower shall deliver to Bank transaction reports and schedules of collections, as
provided in Section 6.2, on Bank’s standard forms; provided, however, that Borrower’s failure to execute and deliver the same shall not affect or limit Bank’s Lien and other rights in all of Borrower’s Accounts, nor shall
Bank’s failure to advance or lend against a specific Account affect or limit Bank’s Lien and other rights therein. If requested by Bank, Borrower shall furnish Bank with copies (or, at Bank’s request, originals) of all contracts,
orders, invoices, and other similar documents, and all shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for any goods the sale or disposition of 

  
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which gave rise to such Accounts. In addition, Borrower shall deliver to Bank, on its request, the originals of all instruments, chattel paper, security agreements, guarantees and other documents
and property evidencing or securing any Accounts, in the same form as received, with all necessary indorsements, and copies of all credit memos. 

(b) Disputes. Borrower shall promptly notify Bank of all material disputes or claims relating to Accounts. Borrower may forgive
(completely or partially), compromise, or settle any Account for less than payment in full, or agree to do any of the foregoing so long as (i) Borrower does so in good faith, in a commercially reasonable manner, in the ordinary course of
business, in arm’s-length transactions, and reports the same to Bank in the regular reports provided to Bank; (ii) no Event of Default has occurred and is continuing; and (iii) after taking into account all such discounts, settlements
and forgiveness, the total outstanding Advances will not exceed the MRR multiplied by the Advance Rate. 
 (c) Collection of
Accounts. Commencing thirty (30) days after the Effective Date, Bank shall require that Borrower direct Account Debtors to deliver or transmit all proceeds of Accounts, other than with respect to ACH or foreign checks provided that such
proceeds are delivered or transmitted to an account subject to a Control Agreement in favor of Bank, into a lockbox account, or via electronic deposit capture into a “blocked account” as specified by Bank (either such account, the
“Cash Collateral Account”). Commencing thirty (30) days after the Effective Date, whether or not an Event of Default has occurred and is continuing, Borrower shall immediately deliver all payments on and proceeds of Accounts to
the Cash Collateral Account to be transferred on a daily basis to Borrower’s operating account with Bank. 
 (d) Returns.
Provided no Event of Default has occurred and is continuing, if any Account Debtor returns any Inventory to Borrower, Borrower shall promptly (i) determine the reason for such return, (ii) issue a credit memorandum to the Account Debtor in
the appropriate amount, and (iii) provide a copy of such credit memorandum to Bank, upon request from Bank. In the event any attempted return occurs after the occurrence and during the continuance of any Event of Default, Borrower shall hold
the returned Inventory in trust for Bank, and immediately notify Bank of the return of the Inventory. 
 (e) Verification. Bank may,
from time to time, verify directly with the respective Account Debtors the validity, amount and other matters relating to the Accounts, either in the name of Borrower or Bank or such other name as Bank may choose, and notify any Account Debtor of
Bank’s security interest in such Account. 
 (f) No Liability. Bank shall not be responsible or liable for any shortage or
discrepancy in, damage to, or loss or destruction of, any goods, the sale or other disposition of which gives rise to an Account, or for any error, act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or
failure to collect any Account, or for settling any Account in good faith for less than the full amount thereof, nor shall Bank be deemed to be responsible for any of Borrower’s obligations under any contract or agreement giving rise to an
Account. Nothing herein shall, however, relieve Bank from liability for its own gross negligence or willful misconduct. 
 6.4 Remittance
of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day
after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 2.4 hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the
terms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith
in an arm’s length transaction for an aggregate purchase price of Twenty Five Thousand Dollars ($25,000) or less (for all such transactions in any fiscal year). Nothing in this Section limits the restrictions on disposition of Collateral
set forth elsewhere in this Agreement. 
 6.5 Taxes; Pensions. Timely file, and require each of its Subsidiaries to timely file, all
required tax returns and reports and timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower and each of its Subsidiaries, except for
deferred payment of any taxes contested pursuant to the terms of Section 5.9 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. 

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

6.7 Insurance. 

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

(b) Ensure that proceeds payable under any property policy are, at Bank’s option, payable to Bank on account of the Obligations. 

(c) At Bank’s request, Borrower shall deliver certified copies of insurance policies and evidence of all premium payments. Each provider
of any such insurance required under this Section 6.7 shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Bank, that it will give Bank thirty (30) days prior written notice before
any such policy or policies shall be materially altered or canceled. If Borrower fails to obtain insurance as required under this Section 6.7 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, at all times, its primary operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates,
which accounts shall, as of the last day of each month, represent at least eighty five percent (85.0%) of the dollar value of Borrower’s accounts at all financial institutions. 

(b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial
institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is
maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may
not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit
of Borrower’s employees and identified to Bank by Borrower as such. 

  
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 6.9 Performance to Plan; Revenue. Borrower shall maintain revenue, measured monthly on a
trailing three (3) month basis, of at least eighty-one percent (81.0%) of Borrower’s projected revenue for the applicable measuring period as set forth in Borrower’s Board of Directors-approved business plan for the 2015 fiscal
year separately provided to and approved in writing by Bank as of the Effective Date. Covenant levels for subsequent measuring periods shall be set by the mutual agreement of Borrower and Bank based on Borrower’s projections delivered to Bank
pursuant to Section 6.2(e); provided that, if such mutual agreement cannot be reached for years subsequent to 2015, Borrower shall maintain revenue, measured monthly on a trailing three (3) month basis, of at least the amount equal to
seventeen and one half of one percent (17.5%) above Borrower’s actual revenue for the fiscal year prior to the applicable measuring period. 

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 or any other event that could reasonably be expected to materially and adversely affect the value 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) To the extent not already disclosed in writing to
Bank, if Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the
registration of any Trademark, then Borrower shall immediately provide written notice thereof to Bank and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may request in its good
faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. 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 required for Bank to perfect and maintain a first priority perfected security interest in such property. 

(c) Provide written notice to Bank within thirty (30) 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 and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or
against Bank with respect to any Collateral or relating to Borrower. 
 6.12 Formation or Acquisition of Foreign Subsidiaries. If at
any time after the Effective Date either (I) an Event of Default has occurred and is continuing or (II) Borrower’s Foreign Subsidiaries, in the aggregate either (i) have assets representing more than thirty percent (30%) of
Borrower’s and all its Subsidiaries aggregate assets, (ii) have cash and/or Cash Equivalents representing more than thirty percent (30%) of Borrower’s and all its 

  
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Subsidiaries cash and/or Cash Equivalents, or (iii) have executed recurring revenue contracts representing more than thirty percent (30%) of Borrower’s and all its Subsidiaries
recurring revenue contracts, Borrower shall, within thirty (30) days of Bank’s request therefor, cause such Foreign Subsidiaries to (a) execute a guaranty, share pledge agreement or such other security documents as Bank may request,
all in form and substance satisfactory to Bank, to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such Foreign Subsidiaries, (b) provide to Bank appropriate certificates and powers and financing
statements, pledging all of the direct or beneficial ownership interest in such Foreign Subsidiaries, in form and substance satisfactory to Bank, and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, which
in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above effective under the laws of the jurisdiction(s) where such Foreign Subsidiaries are organized. Any document, agreement, or
instrument executed or issued pursuant to this Section 6.12 shall be a Loan Document. 
 6.13 Formation or Acquisition of Domestic
Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic
Subsidiary after the Effective Date, Borrower shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement or execute a guaranty and such other security documents as Bank may request together with such appropriate
financing statements, Control Agreements or other necessary documents or filings, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of
such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory
to Bank, and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document,
agreement, or instrument executed or issued pursuant to this Section 6.13 shall be a Loan Document. 
 6.14 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. Deliver to Bank, within five (5) days after the same are
sent or received, copies of all correspondence, reports, 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 that
is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted Investments; (d) consisting of the sale or
issuance of any stock of Borrower permitted under Section 7.2 of this Agreement; (e) consisting of Borrower’s use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other
Loan Documents and (f) not otherwise permitted under this Agreement in an aggregate amount not to exceed One Hundred Thousand Dollars in any fiscal year. 

7.2 Changes in Business, Management, Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage
in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) fail to provide notice to Bank of any Key Person
departing from or ceasing to be employed by Borrower within five (5) days after their departure from Borrower or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not
stockholders immediately prior to the first such transaction own more than forty percent (40.0%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale
of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the
closing of the transaction and provides to Bank a description of the material terms of the transaction). 

  
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 Borrower shall not, without at least fifteen (15) 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 to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its
jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to deliver
any portion of the Collateral valued, individually or in the aggregate, in excess of 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, Notwithstanding the
foregoing or anything to the contrary in this Agreement, Borrower may consummate a reincorporation into a Delaware corporation (such newly formed Delaware corporation, the “New Borrower”) provided that (i) Borrower provides ten
(10) days prior written notice to Bank of the consummation of such reincorporation and (ii) simultaneously with such reincorporation, New Borrower shall enter into an amendment to this Agreement, in form and substance reasonably
satisfactory to Bank, pursuant to which, New Borrower shall assume all rights, responsibilities and obligations of Borrower under the Loan Agreement and the other Loan Documents and grant Bank a security interest in the Collateral of New Borrower.

 7.3 Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other
Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary), other than a Permitted Acquisition. 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. Create, incur,
allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to
the first priority security interest granted herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting
Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1
hereof and the definition of “Permitted Liens” herein. 
 7.6 Maintenance of Collateral Accounts. Maintain any Collateral
Account except pursuant to the terms of Section 6.8(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 that the aggregate amount of all such repurchases does not exceed One Hundred Thousand Dollars ($100,000) per fiscal year and (iv) Borrower may pay
accrued dividends on its preferred stock in connection with the conversion of such preferred stock into common stock upon a public offering of Borrower’s equity securities provided that the aggregate of such payments does not exceed One Hundred
Thousand Dollars ($100,000); (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. 

  
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 7.8 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any
material transaction with any Affiliate of Borrower, except for (a) 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, (b) transactions permitted pursuant to the terms of Section 7.7 hereof, (c) Permitted Investments, (d) equity financings with Borrower’s existing investors,
(e) unsecured debt financings from Borrower’s existing investors so long as all such Indebtedness is Subordinated Debt and (f) transactions between Subsidiaries or between Borrower and Subsidiaries that are Permitted Indebtedness or
Permitted Investments. 
 7.9 Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt, except under the terms
of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof, provide for
earlier or greater principal, interest, or other payments thereon, or adversely affect the subordination thereof to Obligations owed to Bank. 

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 Prohibited Transaction, as defined in ERISA to occur; fail to comply with the Federal Labor Standards Act, or
violate any other law or regulation, if the violation could reasonably be expected to have a material adverse effect on Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from
participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any
liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. 
  

	 	8	EVENTS OF DEFAULT 

 Any one of the following shall constitute an event of default
(an “Event of Default”) under this Agreement: 
 8.1 Payment Default. Borrower fails to (a) make any payment of
principal or interest on any Credit Extension when due, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments
due on the Revolving Line Maturity Date). During the cure period, the failure to make or pay any payment specified under clause (b) hereunder is not an Event of Default (but no Credit Extension will be made during the cure period); 

 

	 	8.2	Covenant Default. 

 (a) Borrower fails or neglects to perform any obligation in
Sections 6.2, 6.5, 6.7, 6.8, 6.9, 6.10, 6.12 or 6.13 or violates any covenant in Section 7; or 
 (b) Borrower fails or neglects
to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision,
condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or
cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty
(30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Cure periods provided
under this section shall not apply, among other things, to financial covenants or any other covenants set forth in clause (a) above; 

  
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 8.3 Material Adverse Change. A Material Adverse Change occurs; 

8.4 Attachment; Levy; Restraint on Business. 

(a) (i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any entity under the control of
Borrower (including a Subsidiary), or (ii) a notice of lien or levy is filed against any of Borrower’s assets by any Governmental Authority, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days
after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; or 

(b) (i) any material portion of Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver, or
(ii) any court order enjoins, restrains, or prevents Borrower from conducting all or any material part of its business; 
 8.5
Insolvency. (a) Borrower or any of its Subsidiaries is unable to pay its debts (including trade debts) as they become due or otherwise becomes insolvent; (b) Borrower or any of its Subsidiaries begins an Insolvency Proceeding; or
(c) an Insolvency Proceeding is begun against Borrower or any of its Subsidiaries and is not dismissed or stayed within thirty (30) days (but no Credit Extensions shall be made while any of the conditions described in clause (a) exist
and/or until any Insolvency Proceeding is dismissed); 
 8.6 Other Agreements. There is, under any agreement to which Borrower or any
Guarantor is a party with a third party or parties, (a) any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount individually or in the aggregate in
excess of Five Hundred Thousand Dollars ($500,000); or (b) any breach or default by Borrower or Guarantor, the result of which could reasonably be expected to have a material adverse effect on Borrower’s or any Guarantor’s business;

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

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

8.9 Subordinated Debt. Any document, instrument, or agreement evidencing any Subordinated Debt shall for any reason be revoked or
invalidated or otherwise cease to be in full force and effect, any Person shall be in breach thereof or contest in any manner the validity or enforceability thereof or deny that it has any further liability or obligation thereunder, or the
Obligations shall for any reason be subordinated or shall not have the priority contemplated by this Agreement; 
 8.10 Governmental
Approvals. Any Governmental Approval shall have been (a) revoked, rescinded, suspended, modified in an adverse manner or not renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority that
designates a hearing with respect to any applications for renewal of any of such Governmental Approval or that could result in the Governmental Authority taking any of the actions described in clause (a) above, and such decision or such
revocation, rescission, suspension, modification or non-renewal (i) cause, or could reasonably be expected to cause, a Material Adverse Change, or (ii) adversely affects the legal qualifications of Borrower or any of its Subsidiaries to
hold such Governmental Approval in any applicable jurisdiction and such revocation, rescission, suspension, modification or non-renewal could reasonably be expected to affect the status of or legal qualifications of Borrower or any of its
Subsidiaries to hold any Governmental Approval in any other jurisdiction. 

  
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	 	9	BANK’S RIGHTS AND REMEDIES 

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

(b) stop advancing money or extending credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower
and Bank; 
 (c) demand that Borrower (i) deposit cash with Bank in an amount equal to at least one hundred five percent
(105.0%) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit remaining undrawn (plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business
judgment)), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and
(ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit; 
 (d)
verify the amount of, demand payment of and performance under, and collect any Accounts and General Intangibles, settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable,
and notify any Person owing Borrower money of Bank’s security interest in such funds; 
 (e) make any payments and do any acts it
considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates. Bank may enter premises where the
Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Bank
a license to enter and occupy any of its premises, without charge, to exercise any of Bank’s rights or remedies; 
 (f) 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; 

(g) 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; 
 (h) 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; 

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

(j) 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). 

  
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 9.2 Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful
attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks or other forms of payment or security; (b) sign Borrower’s name on any invoice or
bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and adjust
all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to
terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to
perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and Bank is under no further obligation to make Credit
Extensions hereunder. Bank’s foregoing appointment as Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and
Bank’s obligation to provide Credit Extensions terminates. 
 9.3 Protective Payments. If Borrower fails to obtain the insurance
called for by Section 6.7 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 or which may be required to preserve the Collateral, Bank may
obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral. Bank will make
reasonable efforts to provide Borrower with notice of Bank obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments by Bank are deemed an agreement to make similar payments in the future or Bank’s
waiver of any Event of Default. 
 9.4 Application of Payments and Proceeds. If an Event of Default has occurred and is continuing,
Bank shall have the right to apply in any order any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the
Obligations. Bank shall pay any surplus to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower shall remain liable to Bank for any deficiency. If Bank, directly or indirectly, enters into a
deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the
reduction of the Obligations until the actual receipt by Bank of cash therefor. 
 9.5 Bank’s Liability for Collateral. So long
as Bank complies with reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss
or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral. 

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

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. 

  
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	 	10	NOTICES 

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

 

							
	If to Borrower:		Mindbody, Inc.		
			4051 Broad Street, Suite 220		
			San Luis Obispo, California 93401		
			Attn: Brett White		
			 Fax:
                                         
                   
		
			Email: 		
			 Website URL:
                                         
   
		
			
	If to Bank:		Silicon Valley Bank		
			15260 Ventura Blvd., Suite 980		
			Sherman Oaks, CA 91403		
			Attn: Tim Barnes		
			Fax: 		
			Email: 		

  

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

 Except as
otherwise expressly provided in any of the Loan Documents, California law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in
Santa Clara County, California; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other
security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any
objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives
personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set
forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after
deposit in the U.S. mails, proper postage prepaid. 
 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH WAIVE
THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL
INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. 
 WITHOUT INTENDING IN
ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any
nature between them arising at any time 

  
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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 § 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 Sections 638 through
645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All
such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that
point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before
a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial
proceedings. The private judge shall oversee discovery and may enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall
have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure Section 644(a). Nothing in this paragraph shall limit
the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of
this paragraph. 
 This Section 11 shall survive the termination of this Agreement. 

 

	 	12	GENERAL PROVISIONS 

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

12.2 Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party.
Borrower may not assign this Agreement or any rights or obligations under it without Bank’s prior written consent (which may be granted or withheld in Bank’s discretion). Bank has the right, without the consent of or notice to Borrower, to
sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights, and benefits under this Agreement and the other Loan Documents. 

12.3 Indemnification. 

(a) 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: (i) 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 (ii) 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 (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful
misconduct. 
 This Section 12.3 shall survive until all statutes of limitation with respect to the Claims, losses, and expenses for
which indemnity is given shall have run. 

  
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 12.4 Time of Essence. Time is of the essence for the performance of all Obligations in
this Agreement. 
 12.5 Severability of Provisions. Each provision of this Agreement is severable from every other provision in
determining the enforceability of any provision. 
 12.6 Correction of Loan Documents. Bank may correct patent errors and fill in any
blanks in the Loan Documents consistent with the agreement of the parties. 
 12.7 Amendments in Writing; Waiver; Integration. No
purported amendment or modification of any Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing signed by
the party against which enforcement or admission is sought. Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or
evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance,
whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All
prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents. 

12.8 Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each
of which, when executed and delivered, is an original, and all taken together, constitute one Agreement. 
 12.9 Confidentiality. In
handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates (such
Subsidiaries and Affiliates, together with Bank, collectively, “Bank Entities”); (b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Bank shall use its best efforts to
obtain any prospective transferee’s or purchaser’s agreement to the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s regulators or as otherwise required in connection with
Bank’s examination or audit; (e) as Bank considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Bank so long as such service providers have executed a confidentiality
agreement with Bank with terms no less restrictive than those contained herein. Confidential information does not include information that is either: (i) in the public domain or in Bank’s possession when disclosed to Bank, or becomes part
of the public domain (other than as a result of its disclosure by Bank in violation of this Agreement) after disclosure to Bank; or (ii) disclosed to Bank by a third party, if Bank does not know that the third party is prohibited from
disclosing the information. 
 Bank Entities may use confidential information for the development of databases, reporting purposes, and
market analysis so long as such confidential information is aggregated and anonymized prior to distribution unless otherwise expressly permitted by Borrower. The provisions of the immediately preceding sentence shall survive the termination of this
Agreement. 
 12.10 Attorneys’ Fees, Costs and Expenses. In any action or proceeding between Borrower and Bank arising out of or
relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled. 

12.11 Electronic Execution of Documents. The words “execution,” “signed,” “signature” and words of like
import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a
paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act. 

  
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 12.12 Captions. The headings used in this Agreement are for convenience only and shall not
affect the interpretation of this Agreement. 
 12.13 Construction of Agreement. The parties mutually acknowledge that they and their
attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist. 

12.14 Relationship. The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The
parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm’s-length contract. 

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

	 	13	DEFINITIONS 

 13.1 Definitions. As used in the Loan Documents, the word
“shall” is mandatory, the word “may” is permissive, the word “or” is not exclusive, the words “includes” and “including” are not limiting, the singular includes the plural, and numbers denoting
amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings: 

“Account” is any “account” as defined in the Code with such additions to such term as may hereafter be made, and
includes, without limitation, all accounts receivable and other sums owing to Borrower. 
 “Account Debtor” is any
“account debtor” as defined in the Code with such additions to such term as may hereafter be made. 

“Acquisition” means the purchase or other acquisition by Borrower or any Subsidiary of the capital stock in a Person that,
upon the consummation thereof, will be a Subsidiary (including as a result of a merger or consolidation) or all or substantially all of the assets of, or assets constituting one or more business units of, any Person. 

“Advance” or “Advances” means a revolving credit loan (or revolving credit loans) under the Revolving Line.

 “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. 

“Authorized Signer” is any individual listed in Borrower’s Borrowing Resolution who is authorized to execute the Loan
Documents, including any Advance request, on behalf of Borrower. 
 “Availability Amount” is (a) the lesser of
(i) the Revolving Line or (ii) MRR multiplied by the Advance Rate minus (b) the outstanding principal balance of any Advances. 

  
 -22- 








 The following definitions are utilized in calculating and determining the Availability Amount:

 “Advance Rate” is the product of three (3.0) multiplied by the Retention Percentage. The Advance
Rate shall be calculated by Bank based on information provided by Borrower and acceptable to Bank, in its sole discretion. 

“Annualized Churn Rate” is, as of any date of determination, the percentage obtained by dividing
(i) average trailing three (3) month MRR attributable to Lost Customer Accounts by (ii) total MRR, multiplied by twelve (12). 

“Eligible Customer Accounts” means Accounts invoiced by Borrower generated from expected receipt of MRR that
(i) meet all of Borrower’s representations and warranties described in Section 5.3 and (ii) are or may be due and owing from Account Debtors deemed acceptable to Bank in its sole discretion; provided that Bank reserves the right
at any time and from time to time to exclude and/or remove any Account from the definition of Eligible Customer Accounts, in its sole discretion. 

“Existing Customer Accounts” are, on any date of determination, all Eligible Customer Accounts of Borrower
generated from expected receipt of MRR which arise in the ordinary course of Borrower’s business. 
 “Lost
Customer Accounts” are, as of any date of determination, as applicable, the total number of Existing Customer Accounts that were lost, cancelled or not renewed in the trailing three (3) month period ended as of such date of
determination. 
 “MRR” is the average trailing three (3) month revenue of Borrower received or
anticipated from the execution or the anticipated execution of customer and partner contracts, programs and any services in the ordinary course of Borrower’s business and specifically including but not limited to web-based business management
software subscription fees, merchant card processing residual fees and Other Recurring Revenue such as revenue resulting from partners access to Borrower’s APIs and partners who otherwise leverage Borrower’s business management software
platform for marketing and other services offered to Borrower’s customers , in each case determined in accordance with GAAP and specifically excluding revenue or accounts receivable based on (i) sales of inventory, goods, or equipment,
(ii) transaction revenue not received in the ordinary course of business, (iii) sales of services not in the ordinary course of business (except that this clause is not intended to exclude Borrower’s revenue from the sale of premium
services and/or support), (iv) revenue received due to one-time, non-recurring transactions, installation and/or set-up fees, and (v) add-on purchases by Borrower’s existing customers not resulting in a continuing stream of revenue.

 “Retention Percentage” is, as of any date of determination, one hundred percent (100.0%) minus the
Annualized Churn Rate. 
 “Bank” is defined in the preamble hereof. 

“Bank Entities” is defined in Section 12.9. 

“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. 

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


  
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 “Borrower” is defined in the preamble hereof. 

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

“Borrowing Resolutions” are, with respect to any Person, those resolutions substantially in the form attached hereto as
Exhibit C. 
 “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 (95.0%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. 

“Claims” is defined in Section 12.3. 

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

“Collateral” is any and all properties, rights and assets of Borrower described on Exhibit A. 

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

“Commodity Account” is any “commodity account” as defined in the Code with such additions to such term as may
hereafter be made. 
 “Compliance Certificate” is that certain certificate in the form attached hereto as
Exhibit D. 
 “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. 

  
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 “Copyrights” are any and all copyright rights, copyright applications, copyright
registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret. 

“Credit Extension” is any Advance, any Overadvance, or any other extension of credit by Bank for Borrower’s benefit.

 “Default Rate” is defined in Section 2.4(b). 

“Deposit Account” is any “deposit account” as defined in the Code with such additions to such term as may hereafter
be made. 
 “Designated Deposit Account” is the multicurrency account denominated in Dollars, account number
                , maintained by Borrower 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. 
 “Domestic Subsidiary” means a Subsidiary
organized under the laws of the United States or any state or territory thereof or the District of Columbia 
 “Effective
Date” is defined in the preamble hereof. 
 “Equipment” is all “equipment” as defined in the Code with
such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing. 

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

“Event of Default” is defined in Section 8. 

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

“Facility Fee” means a fully earned, non-refundable fee of One Hundred Thousand Dollars ($100,000), payable as follows:
(i) Thirty Three Thousand Three Hundred Thirty Four Dollars ($33,334) shall be due on the Effective Date, (ii) Thirty Three Thousand Three Hundred Thirty Three Dollars ($33,333) shall be due on the earliest to occur of (a) the first
anniversary of the Effective Date, (b) the acceleration of the Advances or (c) the prepayment of Advances and termination of the Revolving Line pursuant to Section 2.2(c), and (iii) Thirty Three Thousand Three Hundred Thirty
Three Dollars ($33,333), due on the earliest to occur of (a) the second anniversary of the Effective Date, (b) the acceleration of the Advances or (c) the prepayment of Advances and termination of the Revolving Line pursuant to
Section 2.2(c). 
 “Foreign Currency” means lawful money of a country other than the United States. 

“Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary. 

  
 -25- 








 “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. 

“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. 
 “Guarantor” is any Person providing a Guaranty in favor of Bank. 

“Guaranty” is any guarantee of all or any part of the Obligations, as the same may from time to time be amended, restated,
modified or otherwise supplemented. 
 “Indebtedness” is (a) indebtedness for borrowed money or the deferred price of
property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, and (d) Contingent
Obligations. 
 “Indemnified Person” is defined in Section 12.3. 

“Initial Audit” is Bank’s inspection of Borrower’s Accounts, the Collateral, and Borrower’s Books, with
results satisfactory to Bank in its sole and absolute discretion. 
 “Insolvency Proceeding” is any proceeding by or
against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization,
arrangement, or other relief. 
 “Intellectual Property” means, with respect to any Person, means all of such Person’s
right, title, and interest in and to the following: 
 (a) its Copyrights, Trademarks and Patents; 

(b) any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how, operating
manuals; 
 (c) any and all source code; 

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

  
 -26- 








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

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

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

“Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or other securities),
and any loan, advance or capital contribution to any Person. 
 “IP Agreement” is that certain Intellectual Property
Security Agreement executed and delivered by Borrower to Bank dated as of the Effective Date. 
 “Key Person” is each of
Borrower’s (a) Chief Executive Officer, who is Richard Stollmeyer as of the Effective Date, (b) Chief Financial Officer, who is Brett White as of the Effective Date, (c) Chief Operating Officer and Chief Sales and Marketing
Officer, who is Robert Murphy as of the Effective Date, (d) Chief Product Officer, who is Chet Brandenburg as of the Effective Date and (e) Chief Information Officer, who is William Donahue as of the Effective Date 

“Letter of Credit” is a standby or commercial letter of credit issued by Bank upon request of Borrower based upon an
application, guarantee, indemnity, or similar agreement. 
 “Lien” is a claim, mortgage, deed of trust, levy, charge,
pledge, security interest or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property. 

“Liquidity” is (i) unrestricted cash or cash equivalents at Bank or at Bank Affiliates (subject to a Control Agreement
in the case of Bank Affiliates) plus (ii) the Availability Amount. 
 “Loan Documents” are, collectively, this
Agreement and any schedules, exhibits, certificates, notices, and any other documents related to this Agreement, the IP Agreement, any Bank Services Agreement, any subordination agreement, any note, or notes or guaranties executed by Borrower or any
Guarantor, and any other present or future agreement by Borrower and/or any Guarantor with or for the benefit of Bank in connection with this Agreement or Bank Services, all as amended, restated, or otherwise modified. 

“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; or (c) a material impairment of the prospect of repayment of any portion of the
Obligations. 
 “Monthly Financial Statements” is defined in Section 6.2(b). 

“Obligations” are Borrower’s obligations to pay when due any debts, principal, interest, fees, Bank Expenses, and other
amounts Borrower owes Bank now or later, whether under this Agreement, the other 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. 

  
 -27- 








 “Operating Documents” are, for any Person, such Person’s formation
documents, as certified by the Secretary of State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a
corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar
agreement), each of the foregoing with all current amendments or modifications thereto. 
 “Overadvance” is defined in
Section 2.3. 
 “Patents” means all patents, patent applications and like protections including without limitation
improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same. 
 “Payment/Advance
Form” is that certain form attached hereto as Exhibit E. 
 “Perfection Certificate” is defined in
Section 5.1. 
 “Permitted Acquisition” means a single transaction or a series of related transactions by Borrower or
any Subsidiary in the form of Acquisitions provided, that (a) Borrower shall have delivered to Bank ten (10) days prior written notice before entering into such Acquisition, together with drafts of the material agreements related to such
Acquisition and final signed versions thereof promptly upon the closing of such Acquisition, (b) no Event of Default has occurred and is continuing or would exist immediately after giving effect to such Acquisition; (c) the target shall be
in a similar line of business as that of the Borrower, or conducts a business complementary to, or a reasonable extension of, Borrower’s line of business; (d) each such transaction is non-hostile and expected to become accretive within six
months following the consummation of such transaction; (e) in the case of a merger or consolidation involving Borrower, Borrower is the surviving legal entity; (1) the aggregate cash consideration paid by Borrower or any Subsidiary for
Acquisitions (excluding bonus or other compensation paid by Borrower to continuing employees after such Acquisitions) shall not exceed (i) Three Million Five Hundred Thousand Dollars ($3,500,000) during Borrower’s 2015 fiscal year and
(ii) Three Million Dollars ($3,000,000) during each fiscal year thereafter, (g) Borrower and the Subsidiary so acquired comply with the provisions of Sections 6.12 and 6.13 hereof in connection with the closing of such Acquisition and
(h) Borrower shall have Liquidity of at least Fifteen Million Dollars ($15,000,000) both before and after giving effect to any such transaction. 

“Permitted Indebtedness” is: 

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

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

(c) Subordinated Debt; 
 (d)
unsecured Indebtedness to trade creditors incurred in the ordinary course of business; 
 (e) Indebtedness incurred as a result of endorsing
negotiable instruments received in the ordinary course of business; 
 (f) Indebtedness secured by Liens permitted under clauses
(a) and (c) of the definition of “Permitted Liens” hereunder; 
 (g) Indebtedness between and among Borrower and
Subsidiaries that are otherwise permitted under clause (g) of Permitted Investments; 
 (h) Indebtedness not otherwise permitted
hereunder in an aggregate amount outstanding not in excess of $100,000; and 
 (i) extensions, refinancings, modifications, amendments and
restatements of any items of Permitted Indebtedness (a) through (h) 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. 

  
 -28- 








 “Permitted Investments” are: 

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

(b) Investments consisting of Cash Equivalents; 

(c) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary
course of Borrower; 
 (d) Investments consisting of deposit accounts in which Bank has a perfected security interest; 

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

(f) Investments consisting of the creation of a Subsidiary for the purpose of consummating a merger transaction permitted by Section 7.3
of this Agreement, which is otherwise a Permitted Investment; 
 (g) (i) Investments by Borrower or Subsidiaries in Subsidiaries that have
signed a Joinder or are Guarantors (“Co-Parties”), (ii) Investments by any Subsidiary in Borrower, (iii) Investments by Borrower or any Subsidiary that is a Co-Party in any Subsidiary that is not a Co-Party in an amount
not to exceed One Hundred Thousand Dollars ($100,000) in the aggregate in any fiscal year, (iv) Investments by any Subsidiary that is not a Co-Party to any other Subsidiary that is not a Co-Party, and (v) Investments constituting
Contingent Obligations of Borrower or any Subsidiary with respect to obligations of Borrower or any other Subsidiary (provided that the primary obligations are not prohibited hereby), provided that any such Contingent Obligations made by Borrower or
any Co-Party in favor of a Subsidiary that is not a Co-Party shall be subject to the limits set forth in clause (iii) above; 
 (h)
Investments consisting of (1) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity
securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower’s Board of Directors; 

(i) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in
settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; 
 (j)
Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; provided that this paragraph (j) shall not apply to
Investments of Borrower in any Subsidiary; 
 (k) Permitted Acquisitions: 

(l) Investments not otherwise permitted hereunder in an aggregate amount not to exceed One Hundred Thousand Dollars ($100,000) per fiscal
year. 
 “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; 

  
 -29- 








 (c) purchase money Liens (i) on Equipment acquired or held by Borrower incurred for
financing the acquisition of the Equipment securing no more than One Hundred Thousand Dollars ($100,000) in the aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Lien is confined to the property and improvements
and the proceeds of the Equipment; 
 (d) Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising
in the ordinary course of business so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed One Hundred Thousand Dollars ($100,000) and which are not delinquent or remain payable without penalty or
which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; 

(e) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations
incurred in the ordinary course of business (other than Liens imposed by ERISA); 
 (f) Liens incurred in the extension, renewal or
refinancing of the indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness
may not increase; 
 (g) leases or subleases of real property granted in the ordinary course of Borrower’s business (or, if referring
to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of Borrower’s
business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Bank a security interest therein; 

(h) non-exclusive license of Intellectual Property granted to third parties in the ordinary course of business, and licenses of Intellectual
Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United
States; 
 (i) Liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default under
Sections 8.4 and 8.7; and 
 (j) Liens in favor of other financial institutions arising in connection with Borrower’s deposit
and/or securities accounts held at such institutions, provided that Bank has a perfected security interest in the amounts held in such deposit and/or securities accounts. 

“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. 

“Prime Rate” is the rate of interest per annum from time to time published in the money rates section of The Wall Street
Journal or any successor publication thereto as the “prime rate” then in effect; provided that if such rate of interest, as set forth from time to time in the money rates section of The Wall Street Journal, becomes unavailable for any
reason as determined by Bank, the “Prime Rate” shall mean the rate of interest per annum announced by Bank as its prime rate in effect at its principal office in the State of California (such Bank announced Prime Rate not being intended to
be the lowest rate of interest charged by Bank in connection with extensions of credit to debtors). 
 “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. 

  
 -30- 








 “Reserves” means, as of any date of determination, such amounts as Bank may from
time to time establish and revise in its good faith business judgment after consultation with Borrower, reducing the amount of Advances and other financial accommodations which would otherwise be available to Borrower (a) to reflect events,
conditions, contingencies or risks which, as determined by Bank in its good faith business judgment, do or may adversely affect (i) the Collateral or any other property which is security for the Obligations or its value (including without
limitation any increase in delinquencies of Accounts), (ii) the assets, business or prospects of Borrower or any Guarantor, or (iii) the security interests and other rights of Bank in the Collateral (including the enforceability,
perfection and priority thereof); or (b) to reflect Bank’s reasonable belief that any collateral report or financial information furnished by or on behalf of Borrower or any Guarantor to Bank is or may have been incomplete, inaccurate or
misleading in any material respect; or (c) in respect of any state of facts which Bank determines constitutes an Event of Default or may, with notice or passage of time or both, constitute an Event of Default. 

“Responsible Officer” is any of the Chief Executive Officer, President, Chief Financial Officer and Controller of Borrower.

 “Restricted License” is any material license or other agreement with respect to which Borrower is the licensee
(a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with
the Bank’s right to sell any Collateral. 
 “Revolving Line” is an aggregate principal amount equal to Twenty Million
Dollars ($20,000,000). 
 “Revolving Line Maturity Date” is January 12, 2018. 

“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. 
 “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. 
 “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. 

“Transaction Report” is that certain report of transactions and schedule of collections in the form attached hereto as
Exhibit B. 
 “Transfer” is defined in Section 7.1. 

[Balance of Page Intentionally Left Blank] 

  
 -31- 








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

			
	MINDBODY, INC.
		
	By:		 Richard Stollmeyer

	Name:		 /s/ Richard Stollmeyer

	Title:		 CEO


 BANK: 
  

			
	SILICON VALLEY BANK
		
	By:		 Tim Barnes

	Name:		 /s/ Tim Barnes

	Title:		 VP/RM









 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 does not include any of the following: 

(a) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary
which shares entitle the holder thereof to vote for directors or any other matter or (b) any interest of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in
such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or
Bank. 

  
 1 








 EXHIBIT B 

TRANSACTION REPORT 

  
 1 








 EXHIBIT C 

BORROWING RESOLUTIONS 
  





 
 CORPORATE BORROWING CERTIFICATE 

 

							
	BORROWER:	  	Mindbody, Inc.	  		  	DATE: January 9, 2015
	BANK:	  	Silicon Valley Bank	  		  	

 I hereby certify as follows, as of the date set forth above: 

1. I am the Secretary, Assistant Secretary or other officer of Borrower. My title is as set forth below. 

2. Borrower’s exact legal name is set forth above. Borrower is a corporation existing under the laws of the State of California. 

3. Attached hereto are true, correct and complete copies of Borrower’s Articles of Incorporation (including amendments), as filed with the Secretary of
State of the state in which Borrower is incorporated as set forth above. Such Articles of Incorporation have not been amended, annulled, rescinded, revoked or supplemented, and remain in full force and effect as of the date hereof. 

4. The following resolutions were duly and validly adopted by Borrower’s Board of Directors at a duly held meeting of such directors (or pursuant to a
unanimous written consent or other authorized corporate action). Such resolutions are in full force and effect as of the date hereof and have not been in any way modified, repealed, rescinded, amended or revoked, and Silicon Valley Bank
(“Bank”) may rely on them until Bank receives written notice of revocation from Borrower. 

RESOLVED, that any one of the following officers or employees of Borrower, whose names, titles and
signatures are below, may act on behalf of Borrower: 
  

							
	 Name
	  	 Title
	  	 Signature
	  	 Authorized
to Add
or
Remove
Signatories

	 Brett White
	  	 CFO
	  	 /s/ Brett White
	  	x
	 Richard L. Stollmeyer
	  	 CEO
	  	 /s/ Richard L. Stollmeyer
	  	x
	  
	  	  
	  	  
	  	 ̈
	  
	  	  
	  	  
	  	 ̈


  
 2 








 EXHIBIT C 

BORROWING RESOLUTIONS 
  





 
 CORPORATE BORROWING CERTIFICATE 

 

							
	BORROWER:	  	Mindbody, Inc.	  		  	DATE: January     , 2015
	BANK:	  	Silicon Valley Bank	  		  	

 I hereby certify as follows, as of the date set forth above: 

1. I am the Secretary, Assistant Secretary or other officer of Borrower. My title is as set forth below. 

2. Borrower’s exact legal name is set forth above. Borrower is a corporation existing under the laws of the State of California. 

3. Attached hereto are true, correct and complete copies of Borrower’s Articles of Incorporation (including amendments), as filed with the Secretary of
State of the state in which Borrower is incorporated as set forth above. Such Articles of Incorporation have not been amended, annulled, rescinded, revoked or supplemented, and remain in full force and effect as of the date hereof. 

4. The following resolutions were duly and validly adopted by Borrower’s Board of Directors at a duly held meeting of such directors (or pursuant to a
unanimous written consent or other authorized corporate action). Such resolutions are in full force and effect as of the date hereof and have not been in any way modified, repealed, rescinded, amended or revoked, and Silicon Valley Bank
(“Bank”) may rely on them until Bank receives written notice of revocation from Borrower. 

RESOLVED, that any one of the following officers or employees of Borrower, whose names, titles and
signatures are below, may act on behalf of Borrower: 
  

							
	 Name
	  	 Title
	  	 Signature
	  	 Authorized
to Add
or
Remove
Signatories

	 Robert Murphy
	  	 COO-CMO
	  	 /s/ Robert Murphy
	  	x
	  
	  	  
	  	  
	  	 ̈
	  
	  	  
	  	  
	  	 ̈
	  
	  	  
	  	  
	  	 ̈


  
 1 








 RESOLVED FURTHER, that any one of the
persons designated above with a checked box beside his or her name may, from time to time, add or remove any individuals to and from the above list of persons authorized to act on behalf of Borrower. 

RESOLVED FURTHER, that such individuals may, on behalf of Borrower: 

Borrow Money. Borrow money from Bank. 

Execute Loan Documents. Execute any loan documents Bank requires. 

Grant Security. Grant Bank a security interest in any of Borrower’s assets. 

Negotiate Items. Negotiate or discount all drafts, trade acceptances, promissory notes, or other indebtedness in which Borrower has an
interest and receive cash or otherwise use the proceeds. 
 Apply for Letters of Credit. Apply for letters of credit from Bank. 

Enter Derivative Transactions. Execute spot or forward foreign exchange contracts, interest rate swap agreements, or other derivative
transactions. 
 Issue Warrants. Issue warrants for Borrower’s capital stock. 

Further Acts. Designate other individuals to request advances, pay fees and costs and execute other documents or agreements (including
documents or agreement that waive Borrower’s right to a jury trial) they believe to be necessary to effect these resolutions. 

RESOLVED FURTHER, that all acts authorized by the above resolutions and any prior acts
relating thereto are ratified. 
 5. The persons listed above are Borrower’s officers or employees with their titles and signatures shown next to their
names. 
  

			
	By:		 Kimberly G. Lytikainen

	Name:		 /s/ Kimberly G. Lytikainen

	Title:		 Asst. Corporate Secretary



 *** If the Secretary, Assistant Secretary or other certifying officer executing above is designated
by the resolutions set forth in paragraph 4 as one of the authorized signing officers, this Certificate must also be signed by a second authorized officer or director of Borrower. 

I, the                     of Borrower,
hereby certify as to paragraphs 1 through 5 above, as of the date set forth above. 
  

			
	By:		  

	Name:		  

	Title:		  




  
 2 








 EXHIBIT D 

COMPLIANCE CERTIFICATE 
  

			
	TO:        SILICON VALLEY BANK	 	Date: January     , 2015            

 FROM:  MINDBODY, INC. 

The undersigned authorized officer of MINDBODY, INC. (“Borrower”) certifies that under the terms and conditions of the Loan and
Security Agreement between Borrower and Bank (the “Agreement”): 
 (1) Borrower is in complete compliance for the period ending
                 with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement
are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality
in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its
Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the
terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written
notification to Bank. 
 Attached are the required documents supporting the certification. The undersigned certifies that these are prepared
in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower
is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the
Agreement. 
 Please indicate compliance status by circling Yes/No under “Complies” column. 

 

							
	 Reporting Covenants
	  	 Required
	  	Complies	 
	Monthly financial statements with Compliance Certificate	  	Monthly within 30 days	  	 	Yes No	  
	Annual financial statement (CPA Audited)	  	FYE within 180 days	  	 	Yes No	  
	10-Q, 10-K and 8-K (if applicable)	  	Within 5 days after filing with SEC	  	 	Yes No	  
	Transaction Report	  	Monthly within 20 days	  	 	Yes No	  
	SaaS metrics report	  	Monthly within 30 days	  	 	Yes No	  
	Annual Projections (Board Approved)	  	FYE within 30 days	  	 	Yes No	  
	409(a) Valuation Report	  	Within 30 days of completion	  	 	Yes No	  

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

 
  

 
  

											
	 Financial Covenants
	  	 Required
	  	Actual	 	  	Complies	 
	 Performance to Plan; Revenue (measured monthly on a trailing three (3) month basis)
	  	81% of projected revenue*	  	$	            	  	  	 	Yes No	  


  
 1 









	*	Covenant levels for subsequent measuring periods shall be set by the mutual agreement of Borrower and Bank based on Borrower’s projections delivered to Bank pursuant to Section 6.2(e); provided that, if such
mutual agreement cannot be reached for years subsequent to 2015, Borrower shall maintain revenue, measured monthly on a trailing three (3) month basis, of at least the amount equal to seventeen and one half of one percent (17.5%) above
Borrower’s actual revenue for the fiscal year prior to the applicable measuring period 

 Other Matters

  

									
	Have there been any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this
Compliance Certificate.		 	Yes	  		 	No	  

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

 
  
  

									
	MINDBODY, INC.		BANK USE ONLY
					
							Received by:		  

									AUTHORIZED SIGNER
	 By:
		  
				Date:		  

	 Name:
		  
						
	 Title:
		  
				Verified:		  

									AUTHORIZED SIGNER
					
							Date:		  

				
							Compliance
Status:                Yes        No        


  
 2 








 EXHIBIT E - LOAN PAYMENT/ADVANCE REQUEST FORM 

DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME 
  

					
	Fax To:		 	Date:                                  
       	  


 




			
	LOAN PAYMENT:		
		
			


			
		
	From Account #		 


			
			(Deposit Account #)


			
		
	Principal $		 


			
		
	Authorized Signature:		 


			
	Print Name/Title:		 

 


			
			
		
	MINDBODY, INC.		


			
		
	    To Account #		 


			
			(Loan Account #)                    


			
		
	    and/or Interest $		 


			
		
	    Phone Number:		 


			
			

 
 


  

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 #		 


			
			(Loan Account #)


			
		
	Amount of Advance $		 

 


			
	    To Account #		 
			(Deposit Account #)
		
			

 
 

  

All Borrower’s representations and warranties in the 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:		 


			
		
	Print Name/Title:		 

 


			
	                        Phone Number:		 
		
			

 
 


  

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:		 


			
	Beneficiary Bank:		 


			
	City and State:		 


			
		
	Beneficiary Bank Transit (ABA) #:		 


			
		
			
	Intermediary Bank:		 

 


					
	    Amount of Wire: $		 		


					
	    Account Number:		 		


					
					


					
			
	    Beneficiary Bank Code (Swift, Sort, Chip, etc.):		 		


					
	(For International Wire Only)		


					
			
	    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:		 


			
		
	Print Name/Title:		 


			
		
	Telephone #:		 

 


					
	        2nd Signature (if required):		 		


					
			
	        Print Name/Title:		 		


					
			
	        Telephone #:		 		

 
 



  
 1 









SVB Financial Group is proud of our business relationships and occasionally like to promote these
relationships. We would like to use your company’s information and logo for promotional and marketing purposes in SVB Financial Group member businesses (collectively “SVB”) materials. While we would appreciate your consent to all of
the uses listed below, please review and select all of the uses that you consent to below. 
  

	 	 ̈	Marketing: You consent to SVB’s use of Company’s name, logo and images provided to us in written and oral presentations, advertising, marketing and PR materials, professional lists, and Web sites. 	 

  

	 	 ̈	Deal Terms: You consent to SVB’s inclusion of the size and type of any loan or credit facility alongside your company’s name in any oral presentations, advertising, marketing and PR materials, customer lists,
and Web sites. 	 

  

	 	 ̈	Reference: You consent to SVB’s use of Company and representatives’ names as a reference for SVB. 	 

  

	 	 ̈	Testimonial: You consent to SVB’s use of Company and representatives’ names and quotations in written and oral presentations, marketing and PR materials, and Web sites. Our practice is to send you a draft of
any quotation concerning Company prior to publishing. 	 

  

	 	 ̈	News release: You consent to SVB’s use of Company’s name, trademarks, service marks, quotations, and images provided to us in the SVB’s news releases concerning Company. Our practice is to send you a
draft of any news release concerning Company prior to publishing. 	 

 Logos: Please submit your company’s logo in: 

 

	 	•	 	Full color and black and white versions, with or without taglines, and 	 

  

	 	•	 	At least 300 dpi in EPS, TIF, or JPG formats - please do not send PDF or Web site logos. 	 

 Names: Please make sure to print the Company name, and any individual names and titles
as you would like them displayed in
materials or lists.                                    
                                         
                                         
                                         
   
     Company Name 

You grant to SVB a limited license to use the information for the limited purposes above, which you can revoke upon written
notice to SVB. The signer below acknowledges that he or she has authority to bind the Company to this consent. SVB will not be responsible for versions that were printed prior to receiving notice revoking any such consent. Company is solely
responsible for defense and maintenance of its intellectual property. 
 Please return this completed form via email to
logo@svb.com. If you have any questions, contact the SVB Marketing Department at 650.855.3079. 

ACCEPTED AND AGREED ON BEHALF OF
                                         
                                (“COMPANY” OR “YOU”: 

 

					
	Name and Title		Signature		Date
			
	 	 	 	 	 
	Address				
			
	 	 	 	 	 
	Phone Number		Email		

  

  

					
	 Corporate Headquarters

3005 Tasman Drive Santa Clara, California 95054 U.S.A.

Phone 408.654.7400 svb.com
				 © SVB Financial Group. All rights reserved. Member Federal Reserve System, SVB, SVB>Find a way, SVB Financial Group, and Silicon
Valley Bank are registered trademarks.
 13-12759. Rev. 03-15-13









 FIRST AMENDMENT 

TO 
 LOAN AND SECURITY
AGREEMENT 
 THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 9th day of
March, 2015, by and between Silicon Valley Bank (“Bank”) and MINDBODY, INC., a California corporation (“Existing Borrower”) whose address is 4051 Broad Street, Suite 220, San Luis Obispo, CA 93401 and MINDBODY, INC., a Delaware
corporation (“New Borrower”) whose address is 4051 Broad Street, Suite 220, San Luis Obispo, CA 93401. 

RECITALS 

A. Bank and Existing Borrower have entered into that certain Loan and Security Agreement dated as of January 12, 2015, (as the
same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”). 
 B. Bank has
extended credit to Existing Borrower for the purposes permitted in the Loan Agreement. 
 C. Existing Borrower has informed Bank that
it has reincorporated in Delaware by merging into New Borrower with New Borrower remaining as the surviving entity, and New Borrower is in the process of qualifying to do business in California and other jurisdictions in which the conduct of its
business or its ownership of property requires that it be qualified. 
 D. Existing Borrower has requested that Bank amend the Loan
Agreement to provide for New Borrower to assume all rights and obligations of Existing Borrower pursuant to the Loan Agreement and the other Loan Documents. 

E. Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject
to the conditions and in reliance upon the representations and warranties set forth below. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 
 1.
Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement. 

2. Amendments to Loan Agreement. 

2.1 Effective upon the merger of Existing Borrower into New Borrower (the “Reincorporation”), all references in the Loan
Documents to “Borrower” shall hereafter mean and refer to MINDBODY, INC., a Delaware corporation. New Borrower hereby assumes all rights, responsibilities and obligations of Existing Borrower under the Loan Agreement and the other Loan
Documents. 







 3. Limitation of Amendments. 

3.1 The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited
precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may
have in the future under or in connection with any Loan Document. 
 3.2 This Amendment shall be construed in connection with and as
part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect. 

4. Representations and Warranties. To induce Bank to enter into this Amendment, New Borrower hereby represents and warrants to Bank as
follows: 
 4.1 Immediately after giving effect to this Amendment and except as otherwise set forth herein, (a) the
representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are
true and correct as of such date), and (b) no Event of Default has occurred and is continuing; 
 4.2 New Borrower has the power
and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 

4.3 The organizational documents of New Borrower delivered to Bank upon execution thereof remain true, accurate and complete and have
not been amended, supplemented or restated and are and continue to be in full force and effect; 
 4.4 The execution and delivery by
New Borrower of this Amendment and the performance by New Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized; 

4.5 The execution and delivery by New Borrower of this Amendment and the performance by New Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting New Borrower, (b) any contractual restriction with a Person binding on New Borrower, (c) any order, judgment or
decree of any court or other governmental or public body or authority, or subdivision thereof, binding on New Borrower, or (d) the organizational documents of New Borrower; 

  
 2 








 4.6 The execution and delivery by New Borrower of this Amendment and the performance by
New Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental
or public body or authority, or subdivision thereof, binding on either New Borrower, except as already has been obtained or made; and 

4.7 This Amendment has been duly executed and delivered by New Borrower and is the binding obligation of New Borrower, enforceable
against New Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or
affecting creditors’ rights. 
 5. Consent to Reincorporation. Bank hereby consents to the Reincorporation, including for
purposes of Section 7.2 of the Loan Agreement. 
 6. Counterparts. This Amendment may be executed in any number of counterparts
and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 
 7. Effectiveness. This
Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) the due execution and delivery to SVB Financial Group of an executed Amendment to Warrant, (c) the due
execution and delivery to Bank of Borrowing Resolutions for New Borrower, (d) the delivery to Bank of New Borrower’s Operating Documents and a good standing certificate of New Borrower certified by the Secretary of State of the State of
Delaware as of a date no earlier than thirty (30) days prior to the date hereof and (e) a UCC financing statement for New Borrower. 

[Signature page follows.] 

  
 3 








 IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed and delivered as of the date first written above. 
  

									
	BANK				BORROWER
			
	Silicon Valley Bank				MINDBODY, INC.
					
	By:		/s/ Tim Barnes				By:		/s/ Richard L. Stollmeyer
	Name:		 Tim Barnes
				Name:		 Richard L. Stollmeyer

	Title:		 VP/RM
				Title:		 CEO & President









 BORROWING RESOLUTIONS 
 



 
 CORPORATE BORROWING CERTIFICATE 

 

					
	BORROWER:	 	MINDBODY, INC.	  	DATE: March 9, 2015                    
	BANK:	 	Silicon Valley Bank	  	

 I hereby certify as follows, as of the date set forth above: 

1. I am the Secretary, Assistant Secretary or other officer of Borrower. My title is as set forth below. 

2. Borrower’s exact legal name is set forth above. Borrower is a corporation existing under the laws of the State of Delaware. 

3. Attached hereto are true, correct and complete copies of Borrower’s Articles of Incorporation (including amendments), as filed with the Secretary of
State of the state in which Borrower is incorporated as set forth above. Such Articles of Incorporation have not been amended, annulled, rescinded, revoked or supplemented, and remain in full force and effect as of the date hereof. 

4. The following resolutions were duly and validly adopted by Borrower’s Board of Directors at a duly held meeting of such directors (or pursuant to a
unanimous written consent or other authorized corporate action). Such resolutions are in full force and effect as of the date hereof and have not been in any way modified, repealed, rescinded, amended or revoked, and Silicon Valley Bank
(“Bank”) may rely on them until Bank receives written notice of revocation from Borrower. 

RESOLVED, that any one of the following officers or employees of Borrower, whose names, titles and
signatures are below, may act on behalf of Borrower: 
  

							
	 Name
	  	 Title
	  	 Signature
	  	 Authorized
to Add or
Remove
Signatories

				
	 Richard L. Stollmeyer
	  	 CEO & President
	  	 /s/ Richard Stollmeyer
	  	x
				
	 Robert J. Murphy
	  	 COO & CMO
	  	 /s/ Robert Murphy
	  	x
				
	 Brett White
	  	 CFO
	  	 /s/ Brett White
	  	x
				
	  
	  	  
	  	  
	  	 ̈








 RESOLVED FURTHER, that any one of the persons
designated above with a checked box beside his or her name may, from time to time, add or remove any individuals to and from the above list of persons authorized to act on behalf of Borrower. 

RESOLVED FURTHER, that such individuals may, on behalf of Borrower: 

Borrow Money. Borrow money from Bank. 

Execute Loan Documents. Execute any loan documents Bank requires. 

Grant Security. Grant Bank a security interest in any of Borrower’s assets. 

Negotiate Items. Negotiate or discount all drafts, trade acceptances, promissory notes, or other indebtedness in which Borrower has an
interest and receive cash or otherwise use the proceeds. 
 Apply for Letters of Credit. Apply for letters of credit from Bank. 

Enter Derivative Transactions. Execute spot or forward foreign exchange contracts, interest rate swap agreements, or other derivative
transactions. 
 Issue Warrants. Issue warrants for Borrower’s capital stock. 

Further Acts. Designate other individuals to request advances, pay fees and costs and execute other documents or agreements (including
documents or agreement that waive Borrower’s right to a jury trial) they believe to be necessary to effect these resolutions. 

RESOLVED FURTHER, that all acts authorized by the above resolutions and any prior acts relating thereto
are ratified. 
 5. The persons listed above are Borrower’s officers or employees with their titles and signatures shown next to their names. 

 

			
	By:		 /s/ Kimberly G. Lytikainen

	Name:		 Kimberly G. Lytikainen

	Title:		 Secretary



  

	***	If the Secretary, Assistant Secretary or other certifying officer executing above is designated by the resolutions set forth in paragraph 4 as one of the authorized signing officers, this Certificate must also be
signed by a second authorized officer or director of Borrower. 

 I, the
                                         of
Borrower, hereby certify as to paragraphs 1 through 5 above, as of the date set forth above. 
  

			
	By:		  

	Name:		  

	Title: