EX-10.12



 Exhibit 10.12 

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 17, 2014 (the
“Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and APIGEE CORPORATION, a Delaware corporation (“Borrower”), provides the terms on which Bank shall
lend to Borrower and Borrower shall repay Bank. 
 RECITALS 

A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of May 1, 2012 (as amended, modified,
supplemented, or renewed, the “Prior Loan Agreement”). Pursuant to the Prior Loan Agreement, Bank made available to Borrower (i) a revolving line of credit in the maximum principal amount of Six Million Dollars ($6,000,000)
(the “Existing Revolving Line”), (ii) a term loan in the original principal amount of Four Million Dollars ($4,000,000) (the “Existing Term Loan”), and (iii) an equipment term loan in the original
principal amount of One Million Five Hundred Thousand Dollars ($1,500,000) (the “Existing Equipment Term Loan”). 
 B. Bank
made available to InsightsOne Systems, Inc., a Delaware corporation (“InsightsOne Subsidiary”) a growth capital loan in the original principal amount of Two Million Dollars ($2,000,000) (the “Existing Growth Capital
Loan”) pursuant to a certain Loan and Security Agreement between InsightsOne Subsidiary and Bank dated April 19, 2013 (as amended, modified, supplemented, or renewed, the “Prior Growth Capital Loan Agreement”). On or
about December 13, 2013, InsightsOne Subsidiary became a wholly-owned subsidiary of the Borrower, and pursuant to that certain Assignment and Assumption Agreement dated December 19, 2013 by and between Borrower and Bank, Borrower assumed
all of the Obligations of InsightsOne Subsidiary under the Prior Growth Capital Loan Agreement. 
 C. Borrower has requested, and Bank has
agreed pursuant to this Agreement, that Bank (i) make available to Borrower a revolving line of credit which will refinance and replace the Existing Revolving Line in its entirety, (ii) provide to Borrower a new term loan which will
refinance and replace the Existing Term Loan and Existing Growth Capital Loan in their entirety, and (iii) replace, amend and restate the Prior Loan Agreement in its entirety. 

AGREEMENT 
 The parties
hereby agree that the Prior Loan Agreement is hereby amended, restated, and replaced in its entirety 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; provided that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (a) such ratio or 







 
requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Bank financial statements and other documents required under
this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Capitalized terms not otherwise defined in this
Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. 

2. LOAN AND TERMS OF PAYMENT 

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

(a) Availability. Subject to the terms and conditions of this Agreement, 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)
Early Termination. The Revolving Line may be terminated prior to the Revolving Line Maturity Date as follows: (i) by Borrower, effective three (3) Business Days after written notice of termination is received by Bank; or
(ii) by Bank at any time from and after the occurrence and during the continuance of an Event of Default, without notice, effective immediately. If this Agreement is terminated prior to the first
(1st) anniversary of the Effective Date (A) by Bank in accordance with clause (ii) in the foregoing sentence, or (B) by Borrower for any reason, Borrower shall pay to Bank the
Early Termination Fee. If applicable, the Early Termination Fee shall be due and payable on the effective date of such termination and if not paid in full shall bear interest at a rate equal to the highest rate applicable to any of the Obligations.

 2.1.2 Term Loan. 

(a) Availability. Bank shall make a term loan available to Borrower in two (2) tranches (“Tranche A” and
“Tranche B”; each advance under Tranche A and Tranche B hereinafter referred to individually as a “Term Loan Advance”, and collectively, as “Term Loan Advances”) not exceeding the Term Loan
Commitment. Subject to the satisfaction of the terms and conditions of this Agreement, (i) Bank will fund Tranche A on or about the Effective Date in a single advance in an amount equal to Four Million Dollars ($4,000,000), the proceeds of
which shall be used to refinance and replace the Existing Term Loan and Existing Growth Capital Loan in their entirety (the “Tranche A Advance”), and (ii) Tranche B will be available to Borrower during the Tranche B Draw Period
in multiple advances in the aggregate amount not 

  
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to exceed Eight Million Five Hundred Thousand Dollars ($8,500,000) (each a “Tranche B Advance”, and collectively, the “Tranche B Advances”). Each Tranche B
Advance may be advanced in multiple advances in an amount equal to not less than (i) Five Hundred Thousand Dollars ($500,000) or (ii) the amount that has not yet been drawn under the Term Loan Commitment. After repayment, no Term Loan
Advance may be reborrowed. 
 (b) Repayment. Borrower shall repay each Term Loan Advance as follows: (i) for the Tranche A
Advance, commencing on the first (1st) calendar day of the month immediately following the month in which the Funding Date of such Tranche A Advance occurs (the “Tranche A Amortization Date”), and continuing on the first
(1st) calendar day of each month thereafter, Borrower shall make thirty (30) consecutive equal monthly payments of principal, in an amount which would fully amortize the outstanding Tranche A Advance, as of the Tranche A Amortization Date,
over the Tranche A Repayment Period, plus accrued and unpaid interest (each, a “Tranche A Payment”), and (ii) for each Tranche B Advance, Borrower shall (A) make monthly payments of accrued interest only, commencing on the
first (1st) calendar day of the month immediately following the month in which the Funding Date of such Tranche B Advance occurs, and continuing on the first (1st) calendar day of each month thereafter during the Interest-Only Period; and
(B) commencing on the first (1st) calendar day of the month immediately following the month in which the Interest-Only Period ends (the “Tranche B Amortization Date”) and continuing on the first (1st) calendar day of
each month thereafter, make twenty-four (24) consecutive equal monthly payments of principal in an amount which would fully amortize each such outstanding Tranche B Advance, as of the Tranche B Amortization Date, over the Tranche B Repayment
Period, plus accrued and unpaid interest (each, a “Tranche B Payment”). All unpaid principal and accrued and unpaid interest on each Term Loan Advance is due and payable in full on the Term Loan Maturity Date. 

(c) Reserved. 
 (d)
Prepayment. 
 (i) Mandatory Prepayment Upon an Acceleration. If the Term Loan 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 (A) all accrued and unpaid interest with respect to the Term Loan Advances through the date the prepayment is made, plus
(B) all unpaid principal with respect to the Term Loan Advances, plus (C) the Final Payment, plus (D) all other sums, including Bank Expenses, if any, that shall have become due and payable hereunder in connection with the Term Loan
Advances, including interest at the Default Rate with respect to any past due amounts. 
 (ii) Permitted Prepayment. So long as an
Event of Default has not occurred and is not continuing, Borrower shall have the option to prepay all, but not less than all, of the Term Loan Advances advanced by Bank under this Agreement, provided Borrower (A) delivers written notice to Bank
of its election to prepay the Term Loan Advances at least three (3) days prior to such prepayment, and (B) pays, on the date of such prepayment (i) all accrued and unpaid interest with respect to the Term Loan Advances through the
date the prepayment is made, (ii) all unpaid principal with respect to the Term Loan Advances, (iii) the Final Payment, and (iv) all other sums, including Bank Expenses, if any, that shall have become due and payable hereunder in
connection with the Term Loan Advances, including interest at the Default Rate with respect to any past due amounts. 

  
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 2.1.3 Existing Equipment Term Loan.  

(a) Outstanding Existing Equipment Term Loan Advances. As part of the Existing Equipment Term Loan, Bank made advances to Borrower under
the Prior Loan Agreement to finance certain Eligible Equipment (each an “Existing Equipment Term Loan Advance”, and collectively, the “Existing Equipment Term Loan Advances”). Bank and Borrower hereby agree that
there is no further availability under the Existing Equipment Term Loan. The Obligations owing with respect to the Existing Equipment Term Loan have not been extinguished or discharged hereby and the execution of this Agreement is not intended to
and shall not cause or result in a novation with respect to the Existing Equipment Term Loan. Borrower acknowledges and agrees that as of the Effective Date, the outstanding principal balance on the Existing Equipment Term Loan is Three Million
Sixty Thousand Seven Hundred Fifty-One Dollars and 15/100 Cents ($3,060,751.15), and that such sum is not subject to any offset or defense of any kind whatsoever, and in the event Borrower has any offsets or defenses thereto, Borrower hereby
irrevocably waives all such offsets and defenses. Borrower will continue to repay the outstanding balance of the Existing Equipment Term Loan (including interest on the outstanding balance) in accordance with the terms set forth herein. After
repayment, no Existing Equipment Term Loan Advance may be reborrowed. 
 (b) Repayment of Existing Equipment Term Loan. Subject to the
prepayment provisions set forth in Sections 2.1.3(c) and 2.1.3(d), Borrower shall continue to repay the Existing Equipment Term Loan Advances on the first (1st) calendar day of each successive calendar month following the Effective Date through
the Existing Equipment Term Loan Maturity Date in thirty-one (31) monthly payments of (A) principal which would fully amortize such outstanding Existing Equipment Term Loan Advance, plus (B) accrued and unpaid interest. All unpaid
principal and accrued and unpaid interest is due and payable in full on the Existing Equipment Term Loan Maturity Date. 
 (c) Prepayment
Upon an Event of Loss. Borrower shall bear the risk of any loss, theft, destruction, or damage of or to the Financed Equipment. If, during the term of this Agreement, any item of Financed Equipment is lost, stolen, destroyed, damaged beyond
repair, rendered permanently unfit for use, or seized by a governmental authority for any reason for a period ending beyond the Existing Equipment Term Loan Maturity Date with respect to such Financed Equipment (an “Event of Loss”),
then, within ten (10) days following such Event of Loss, Borrower shall (i) pay to Bank on account of the Obligations all accrued and unpaid interest to the date of the prepayment, plus all outstanding principal owing with respect to the
Financed Equipment subject to the Event of Loss; or (ii) if no Event of Default has occurred and is continuing, at Borrower’s option, repair or replace any Financed Equipment subject to an Event of Loss provided the repaired or replaced
Financed Equipment is of equal or like value to the Financed Equipment subject to an Event of Loss and provided further that Bank has a first priority perfected security interest (subject only to Permitted Liens) in such repaired or replaced
Financed Equipment. 

  
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 (d) Prepayment. 

(i) Permitted Prepayment. At Borrower’s option, so long as an Event of Default has not occurred and is not continuing, Borrower
shall have the option to prepay each of the Existing Equipment Term Loan Advances, provided Borrower (A) provides written notice to Bank of its election to prepay such Existing Equipment Term Loan Advance at least three (3) days prior to
such prepayment, and (B) pays, on the date of the prepayment (i) all accrued and unpaid interest with respect to such Existing Equipment Term Loan Advance through the date the prepayment is made; (ii) all unpaid principal with respect
to such Existing Equipment Term Loan Advance; and (iii) all other sums, including Bank Expenses, if any, that shall have become due and payable hereunder with respect to such Existing Equipment Term Loan Advance. 

(ii) Mandatory Prepayment Upon an Acceleration. If the Existing Equipment Term Loan Advances are accelerated following the occurrence
and during the continuance of an Event of Default, Borrower shall immediately pay to Bank an amount equal to the sum of (A) all accrued and unpaid interest with respect to the Existing Equipment Term Loan Advances; (B) all unpaid principal
with respect to the Existing Equipment Term Loan Advances; and (C) all other sums, including Bank Expenses, if any, that shall have become due and payable hereunder with respect to the Existing Equipment Term Loan Advances, including interest
at the Default Rate with respect to any past due amounts. 
 2.2 Overadvances. If, at any time, the outstanding principal amount of
any Advances exceeds the lesser of either the Revolving Line or the Borrowing Base, 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. 

2.3 Payment of Interest on the Credit Extensions. 

(a) Interest Rate. 
 (i)
Advances. Subject to Section 2.3(b), the principal amount outstanding under the Revolving Line shall accrue interest at a floating per annum rate equal to the Prime Rate, plus one and one-half of one percent (1.50%), which interest shall
be payable monthly in accordance with Section 2.3(d) below. 
 (ii) Term Loan Advances. Subject to Section 2.3(b), the
principal amount outstanding for each Term Loan Advance shall accrue interest at a floating per annum rate equal to the Prime Rate, plus three-quarters of one percent (0.75%), which interest shall be payable monthly in accordance with
Section 2.1.2(b) above and Section 2.3(d) below. 
 (iii) Existing Equipment Term Loan Advances. Subject to
Section 2.3(b), the principal amount outstanding for each Existing Equipment Term Loan Advance shall accrue interest at a floating per annum rate equal to the Prime Rate, plus two percent (2.0%), which interest shall be payable monthly in
accordance with Section 2.1.3(b) above and Section 2.3(d) below. 

  
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 (b) Default Rate. Immediately upon the occurrence and during the continuance of an Event
of Default, Obligations shall bear interest at a rate per annum which is three percent (3.0%) above the rate that is otherwise applicable thereto (the “Default Rate”) unless Bank otherwise elects from time to time in its sole
discretion to impose a smaller increase. Fees and expenses which are required to be paid by Borrower pursuant to the Loan Documents (including, without limitation, Bank Expenses) but are not paid when due shall bear interest until paid at a rate
equal to the highest rate applicable to the Obligations. Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of
Default or otherwise prejudice or limit any rights or remedies of Bank. 
 (c) 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 first 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. 
 2.4 Fees. Borrower shall pay to Bank: 

(a) Revolving Line Anniversary Fee. A fully earned, non-refundable anniversary fee of Fifteen Thousand Dollars ($15,000) upon each
May 1st following the Effective Date; 
 (b) Term Loan Commitment Fee. A
fully earned, non-refundable commitment fee of Ten Thousand Dollars ($10,000) (the “Term Loan Commitment Fee”) on the Effective Date; 

(c) Early Termination Fee. The Early Termination Fee, when due hereunder; 

(d) Final Payment. The Final Payment due on either (i) the date on which the final Tranche A Payment is made (if no Tranche B
Advance has been advanced), provided, that if a Tranche B Advance has been advanced, the date on which the final Tranche B Payment is made, or (ii) at the time of a prepayment pursuant to the terms of Section 2.1.2(d); 

(e) Good Faith Deposit. Borrower has paid to Bank a good faith deposit of Fifteen Thousand Dollars ($15,000) (the “Good Faith
Deposit”) to initiate Bank’s due diligence review process. Any portion of the Good Faith Deposit not utilized to pay Bank Expenses, accrued on or before the Effective Date, will be applied to the Term Loan Commitment Fee; and 

(f) Bank Expenses. All Bank Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this
Agreement, which fees and expenses for the documentation and negotiation of this Agreement will not exceed Fifteen Thousand Dollars ($15,000) as of the Effective Date) incurred through and after the Effective Date, when due (or, if no stated due
date, upon demand by Bank). 

  
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 (g) 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 2.4 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 2.4. 
 2.5 Designated Deposit Account; Account Collection
Services.  
 Borrower shall direct each Account Debtor (and each depository institution where proceeds of Accounts are on
deposit) to remit payments with respect to the Accounts to Borrower’s Designated Deposit Account. This Section does not impose any affirmative duty on Bank to perform any act other than as specifically set forth herein. All Accounts and the
proceeds thereof are Collateral and if an Event of Default occurs, Bank shall apply the proceeds of such Accounts pursuant to the terms of Section 9.4 hereof. 

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. 
 (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 

  
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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) duly executed original signatures to the Warrant issued on the Effective Date; 

(c) the Operating Documents and (i) good standing certificate of Borrower certified by the Secretary of State of the State of Delaware and
(ii) a foreign qualification certificate certified by the Secretary of State of the State of California, each as of a date no earlier than thirty (30) days prior to the Effective Date; 

(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 constitute Permitted Liens; 
 (e) the
Perfection Certificate of Borrower, together with the duly executed original signature thereto; 
 (f) a copy of Borrower’s
Investors’ Rights Agreement and any amendments thereto; 
 (g) evidence satisfactory to Bank that the insurance policies and
endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; 

(h) duly executed shareholder approval of the incurrence of the Obligations pursuant to the Fourth Article(C)(5)(h)(vii) of the
Borrower’s Amended and Restated Certificate of Incorporation; and 

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

3.2 Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit
Extension, is subject to the following conditions precedent: 
 (a) timely receipt of an executed Payment/Advance Form; 

(b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the
Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text
thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be
continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects;
provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and
warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and 
 (c)
Bank determines to its satisfaction that there has not been a Material Adverse Change. 
 3.3 Covenant to Deliver. Borrower agrees to
deliver to Bank each item required to be delivered to Bank under this Agreement as a condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Bank of any such item shall not
constitute a waiver by Bank of Borrower’s obligation to deliver such item, and the making of any Credit Extension in the absence of a required item shall be in Bank’s sole discretion. 

3.4 Procedures for Borrowing. 

(a) Advances. 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, facsimile, or telephone by 12:00 p.m. Pacific time on the Funding Date of the Advance. Together with any such electronic or
facsimile notification, Borrower shall deliver to Bank by electronic mail or facsimile a completed Payment/Advance Form executed by a Responsible Officer or his or her designee. Bank may rely on any telephone notice given by a person whom Bank
believes is a Responsible Officer or designee. Bank shall credit Advances to the Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions
if the Advances are necessary to meet Obligations which have become due. 

  
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 (b) Term Loan. Subject to the prior satisfaction of all other applicable conditions to the
making of a Term Loan Advance set forth in this Agreement, to obtain a Term Loan Advance, Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m. Pacific time on the Funding Date of
the Term Loan Advance. Together with any such electronic or facsimile notification, Borrower shall deliver to Bank by electronic mail or facsimile a completed Payment/Advance Form executed by a Responsible Officer or his or her designee. Bank may
rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. Bank shall credit Term Loan Advances to the Designated Deposit Account. Bank may make Term Loan Advances under this Agreement based on
instructions from a Responsible Officer or his or her designee or without instructions if the Term Loan 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 good faith business judgment), to secure all of the Obligations relating to such Letters of Credit. 

  
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 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 in an amount greater than Two Hundred Fifty Thousand Dollars ($250,000) (or, if an Event of Default exists, in any amount), 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. 
 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, except to the extent Borrower has provided notice to Bank under one or more provisions contained in this Agreement specifically contemplating such notices, that
(a) Borrower’s exact legal name is that indicated on the Perfection Certificate (as may from time to time be updated in writing by Borrower after the Effective Date) 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 (as may from time to time be updated in writing by Borrower after the Effective Date) 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). 

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, 

  
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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. For the avoidance of doubt, Borrower shall be required to update its Perfection Certificate promptly in
writing only if a change has been made to such Perfection Certificate after the Effective Date. 
 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, to the extent required by Section 6.6(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 (as may from time to time be updated in writing by Borrower after the Effective Date) or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the
Perfection Certificate (as may from time to time be updated in writing by Borrower after the Effective Date) or as permitted pursuant to Section 7.2. 

All Financed Equipment was new at the time it became Financed Equipment, except for such Financed Equipment that has been disclosed in writing
to Bank by Borrower as “used” and that Bank, in its sole discretion, previously agreed to finance under the Prior Loan Agreement. 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 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. 

  
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 5.3 Accounts Receivable. 

(a) For any Eligible Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices,
instruments and other documents evidencing such Eligible Accounts 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. So
long as 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 Account. 

(b) All sales and other transactions underlying or giving rise to each Eligible 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 Accounts in any Borrowing Base Certificate. To the best of
Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with
their terms. 
 5.4 Litigation. Except as otherwise disclosed to Bank pursuant to the requirements of Section 6.2, 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 Governmental Authorities that are necessary to continue their respective businesses as currently conducted. 

  
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 5.8 Subsidiaries; Investments. Except for (i) equity interests in the UK Subsidiary,
Indian Subsidiary, Singapore Subsidiary, Australian Subsidiary, Japanese Subsidiary, Dubai Subsidiary and InsightsOne Subsidiary, and (ii) Permitted Investments, Borrower does not own any stock, partnership interest or other equity securities.

 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 (A) 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, (B) for taxes, assessments, deposits and contributions owed to a Governmental
Authority in the United States, that (i) do not at any time exceed an amount of, individually, Twenty-Five Thousand Dollars ($25,000), or in the aggregate, Two Hundred Thousand Dollars ($200,000) and (ii) there are no Liens on any of the
Collateral in favor of such Governmental Authority resulting from such unpaid taxes, assessments, deposits and contributions that are not other than “Permitted Liens”, and (C) for taxes, assessments, deposits and contributions owed to
a Governmental Authority in India, that (i) do not at any time exceed an amount of, individually or in the aggregate, One Million Dollars ($1,000,000) and (ii) there are no Liens on any of the Collateral in favor of such Governmental
Authority resulting from such unpaid taxes, assessments, deposits and contributions that are not other than “Permitted Liens”. 

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 for sales and use taxes proposed for any of Borrower’s prior tax years which could reasonably be expected to result in additional taxes becoming due and payable by
Borrower in excess of One Million Dollars ($1,000,000). 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 (including the refinancing of the Existing Revolving Line, the Existing Term Loan and the Existing Growth Capital Loan)
and not for personal, family, household or agricultural purposes. 

  
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 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 with all laws,
ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower’s business. 

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

6.2 Financial Statements, Reports, Certificates. Provide Bank with the following: 

(a) Borrowing Base Reports. Within thirty (30) days after the last day of each month, aged listings of accounts receivable and
accounts payable (by invoice date) (the “Borrowing Base Reports”); 
 (b) Borrowing Base Certificate. Within thirty
(30) days after the last day of each month and together with the Borrowing Base Reports, a duly completed Borrowing Base Certificate signed by a Responsible Officer; 

(c) Monthly Financial Statements. As soon as available, but no later than thirty (30) days after the last day of each month, a
company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial
Statements”); 
 (d) Monthly Compliance Certificate. 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; 

  
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 (e) Annual Audited Financial Statements. As soon as available, but no later than one
hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an
independent certified public accounting firm reasonably acceptable to Bank; 
 (f) Other Statements. Within five (5) days of
delivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; 

(g) SEC Filings. In the event that Borrower becomes subject to the reporting requirements under the Exchange Act, copies of all reports
on Form 10-K, 10-Q and 8-K filed by Borrower with the SEC (or any Governmental Authority succeeding to any or all of the functions of the SEC), or distributed to its shareholders, as the case may be, due with
the next Compliance Certificate that is to be delivered to Bank pursuant to Section 6.2(d). 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) Legal Action Notice. A prompt report of any legal actions pending or threatened in writing against Borrower or any of its
Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Five Hundred Thousand Dollars ($500,000) or more; 

(i) Board Approved Projections. As soon as available, but no later than seven (7) days after approval by Borrower’s Board of
Directors or more frequently as updated, income statement projections, and annual financial projections for the upcoming fiscal year approved by Borrower’s Board of Directors and commensurate in form and substance with those provided to
Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projections; and 

(j) Other Financial Information. Other financial information reasonably requested by Bank. 

6.3 Inventory; Returns. Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between
Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date. Borrower must promptly notify Bank of all returns, recoveries, disputes and claims that involve more than Two Hundred Fifty
Thousand Dollars ($250,000). 

  
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 6.4 Taxes; Pensions. Timely file, and require each of its Subsidiaries to timely file, all
required tax returns and reports and timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower and each of its Subsidiaries, except for
deferred payment of any taxes contested pursuant to the terms of Section 5.9 hereof and taxes with respect to which the amount does not exceed the amount set forth in 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. 

6.5 Insurance. 
 (a)
Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location. 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 the sole lender loss payee. All liability policies shall show, or have endorsements
showing, Bank as an additional insured. Bank shall be named as lender loss payee and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral. 

(b) Ensure that, except as otherwise provided in Section 2.1.3(c), proceeds payable under any property policy are, at Bank’s option,
payable to Bank on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to Five Hundred
Thousand Dollars ($500,000) with respect to any loss, but not exceeding Seven Hundred Fifty Thousand Dollars ($750,000) in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or
damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Bank has been granted a first priority security
interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Bank, be payable to Bank on account of the Obligations. 

(c) At Bank’s request, Borrower shall deliver certified copies of insurance policies and evidence of all premium payments. Each provider
of any such insurance required under this Section 6.5 shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Bank, that it will give Bank 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 6.5 or to pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make
all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Bank deems prudent. 

  
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 6.6 Operating Accounts. 

(a) Maintain all of its and all of its Subsidiaries’ primary domestic operating, deposit and investment accounts with Bank and its
Affiliates, including all foreign exchange transactions and letters of credit, if such Bank Services are available. Notwithstanding the foregoing, Borrower shall cause its UK Subsidiary to maintain all of its primary operating, deposit and
investment accounts with Bank’s and its Affiliates’ branches located in the United Kingdom, including all foreign exchange transactions and letters of credit, if such Bank Services are available. 

(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 in the United States, 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. 
 6.7 Financial Covenants. 

(a) Minimum Revenue. On a consolidated basis with respect to Borrower and its Subsidiaries, to be tested as of the last day of each
fiscal quarter of Borrower (commencing on the fiscal quarter ending on October 31, 2014 and continuing for each subsequent fiscal quarter ending through the fiscal quarter ending on July 31, 2015), maintain revenues (as defined by GAAP) on
a rolling two (2) quarter basis, of not less than eighty percent (80%) of Borrower’s projected revenues for such rolling two (2) quarter period outlined in Borrower’s consolidated revenue plan dated August 19, 2014
approved by Borrower’s Board of Directors and delivered to, and approved by, Bank before the Effective Date. Notwithstanding the foregoing, Bank shall establish the applicable minimum revenue financial covenant for the fiscal quarter ending on
October 31, 2015 and each subsequent fiscal quarter ending during Borrower’s fiscal year 2016 based upon eighty percent (80%) of Borrower’s projected revenues for each rolling two (2) quarter period outlined in
Borrower’s board-approved plan for the fiscal year ending April 30, 2016, delivered in accordance with Section 6.2, and such covenant shall be set in a manner (but not in amounts) consistent with the covenant set as of Effective Date
through the fiscal quarter ending on July 31, 2015 (the “Proposed Fiscal Year 2016 Minimum Revenue Covenant”). In furtherance of the immediately preceding sentence, the Borrower hereby acknowledges and agrees that the
aforementioned percentage used to calculate the Proposed Fiscal Year 2016 Minimum Revenue Covenant may be adjusted by Bank in its good faith business judgment to take into consideration any material circumstances which could reasonably be expected
to have a material impact on the financial condition of the Borrower and its Subsidiaries, taken as a whole. 
 (b) Minimum Liquidity
Ratio. Maintain as of the last day of each month, on a consolidated basis with respect to Borrower and its Subsidiaries, a Liquidity Ratio of not less than 1.25 to 1.00. 

  
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 6.8 Protection of Intellectual Property Rights. 

(a) (i) Protect, defend and maintain the validity and enforceability of its material 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) Reserved. 

6.9 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. 
 6.10 Access to Collateral; Books and Records. Allow
Bank, or its agents, at reasonable times, on three (3) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such
inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is
necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard
charge for the same), plus reasonable out-of-pocket expenses; provided that the total charge for each such inspection and audit shall not exceed Three Thousand Dollars ($3,000) at any time without Borrower’s prior written consent which shall
not be unreasonably withheld. Notwithstanding anything to the contrary herein, in the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten
(10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the
anticipated costs and expenses of the cancellation or rescheduling. 
 6.11 Formation or Acquisition of 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 Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date,
Borrower shall, upon Bank’s request in its sole and absolute discretion (a) cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank a joinder to the Loan Agreement to cause such Domestic Subsidiary to become a
co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such new Domestic
Subsidiary or Foreign Subsidiary, as applicable, in form and substance satisfactory to Bank (provided that in no event shall more than sixty-five percent (65%) of the presently existing and hereafter arising


  
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issued and outstanding shares of capital stock owned by Borrower of any such Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, be required to
be so pledged), 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 6.11 shall be a Loan Document. 
 6.12
Further Assurances. Execute any further instruments and take further action as Bank reasonably requests to perfect or continue Bank’s Lien in the Collateral or to effect the purposes of this Agreement. 

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, unneeded or obsolete Equipment that does not constitute Financed
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 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; (e) of non-exclusive licenses for the use of the property of Borrower or its
Subsidiaries in the ordinary course of business and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to
discreet geographical areas outside of the United States; and (f) other Transfers not otherwise permitted by this Section 7.1 in an amount not to exceed One Hundred Thousand Dollars ($100,000) in the aggregate at any time. 

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) the Key Person ceases to hold such office with Borrower
unless the board of directors appoints a replacement Chief Executive Officer within ninety (90) days; or (ii) consummate any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders
immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of
Borrower’s equity securities in a public offering or to venture capital, strategic corporate investors or private equity investors so long as Borrower identifies to Bank such 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 ten (10) days prior written notice to Bank:
(1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Thousand Dollars ($200,000) in Borrower’s assets or property) or deliver any portion of the
Collateral valued, individually or in the aggregate, in excess of Two Hundred Thousand Dollars ($200,000) 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 Two Hundred Thousand Dollars ($200,000) 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 use commercially reasonable efforts to have such bailee execute and deliver a bailee agreement in form and substance satisfactory to Bank. 

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 (an “Acquisition”) unless the Acquisition is a Permitted Acquisition. Once an Acquisition is
completed the Borrower shall provide Bank with complete details of the Acquisition and updated pro-forma projections. Notwithstanding anything to the contrary, herein, 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 in favor of Bank, except as is otherwise permitted in Section 7.1 hereof and the definition of
“Permitted Liens” herein. 
 7.6 Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant
to the terms of Section 6.6(b) hereof. 
 7.7 Distributions; Investments. (a) Pay any dividends or make any
distribution or payment or redeem, retire or purchase any capital stock, provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in
exchange thereof, (ii) Borrower may pay dividends solely in common stock; (iii) Borrower may repurchase the stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at
the time of such repurchase and would not exist after giving effect to such repurchase, provided such repurchase does not exceed in the aggregate of Four Hundred Thousand Dollars ($400,000) per fiscal year; and (iv) Borrower may pay cash in
lieu of issuing fractional shares so long as an Event of Default does not exist at the time of such payment and would not exist after giving effect to such payment; or (b) directly or indirectly make any Investment (including, without
limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. 

  
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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 (i) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an
arm’s length transaction with a non-affiliated Person, (ii) reasonable compensation arrangements entered into the ordinary course of business and approved by Borrower’s board of directors; (iii) bona fide equity and bridge
financings with Borrower’s existing investors, so long as such transactions are not otherwise prohibited by this Agreement and such bridge financings constitute Subordinated Debt. 

7.9 Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination,
intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof, 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 Fair Labor Standards Act or violate any other law or regulation, if the violation could reasonably be expected to have a material adverse
effect on Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect
to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other
governmental agency. 
 8. EVENTS OF DEFAULT 

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

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

  
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 8.2 Covenant Default. 

(a) Borrower fails or neglects to perform any obligation in Sections 6.2, 6.4, 6.5, 6.6, 6.7, or 6.10 or violates any covenant in
Section 7; or 
 (b) Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement
contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within
ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period,
and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the
failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Cure periods provided under this section shall not apply, among other things, to financial covenants or any other
covenants set forth in clause (a) above; 
 8.3 Priority of Bank’s Security Interest. If there is a material impairment in
the perfection or priority of the Bank’s security interest in the Collateral; 
 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 any material part of its business; 
 8.5
Insolvency. (a) Borrower is unable to pay its debts (including trade debts) as they become due; (b) Borrower begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower and is not dismissed or stayed
within forty-five (45) days (but no Credit Extensions shall be made while any of the conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed); 

8.6 Other Agreements. There is, under any agreement to which Borrower 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 Seven Hundred Fifty Thousand Dollars ($750,000); or (b) a
default by the Borrower under any agreement which either generates revenues for Borrower or which Borrower pays fees in an amount, individually or in the aggregate, in excess of Seven Hundred Fifty Thousand Dollars ($750,000); 

  
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 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 Seven Hundred Fifty Thousand Dollars ($750,000) (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; or 
 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. 

9. BANK’S RIGHTS AND REMEDIES 

9.1 Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, without notice or demand, do
any or all of the following: 
 (a) declare all Obligations immediately due and payable (but if an Event of Default described in
Section 8.5 occurs all Obligations are immediately due and payable without any action by Bank); 
 (b) stop advancing money or extending
credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Bank; 
 (c) for any Letters of
Credit, demand that Borrower (i) deposit cash with Bank in an amount equal to one hundred five percent (105%) of the Dollar Equivalent (or one hundred ten percent (110%) if the Dollar Equivalent is denominated in Foreign Currency) of
the aggregate face amount of all Letters of Credit remaining undrawn (plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment)), to secure all of the Obligations
relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all letter of credit fees
scheduled to be paid or payable over the remaining term of any Letters of Credit; 
 (d) terminate any FX Contracts; 

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

  
 24 








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

(i) place a “hold” on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or other
directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; 
 (j) demand and
receive possession of Borrower’s Books; and 
 (k) exercise all rights and remedies available to Bank under the Loan Documents or at law
or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof). 
 9.2
Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks or other
forms of payment or security; (b) sign Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for
amounts and on terms Bank determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the
Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful
attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other
than inchoate indemnity obligations) have been satisfied in full and Bank is under no further obligation to make Credit 

  
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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 (other than inchoate indemnity obligations) have been fully repaid and performed and Bank’s obligation to provide Credit Extensions terminates. 

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

9.4 Application of Payments and Proceeds Upon Default. If an Event of Default has occurred and is continuing, Bank shall have the right
to apply in any order any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations. Bank shall
pay any surplus to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower shall remain liable to Bank for any deficiency. If Bank, in its good faith business judgment, directly or indirectly,
enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or
deferring the reduction of the Obligations until the actual receipt by Bank of cash therefor. 
 9.5 Bank’s Liability for
Collateral. So long as Bank complies with reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the
Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or
destruction of the Collateral. 
 9.6 No Waiver; Remedies Cumulative. Bank’s failure, at any time or times, to require
strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Bank thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder
shall be effective unless signed by the party granting the waiver and then is only effective for the specific instance and purpose for which it is given. Bank’s rights and remedies under this Agreement and the other Loan Documents are
cumulative. Bank has all rights and remedies provided under the Code, by law, or in equity. Bank’s exercise of one right or remedy is not an election and shall not preclude Bank from exercising any other remedy under this Agreement or other
remedy available at law or in equity, and Bank’s waiver of any Event of Default is not a continuing waiver. Bank’s delay in exercising any remedy is not a waiver, election, or acquiescence. 

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

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

			
	 If to Borrower:    
	  	Apigee Corporation
		  	10 S. Almaden Boulevard
		  	San Jose, California 95113
		  	Attn: Senior Vice President of Operations
		  	Fax: (408) 343-7301
		  	Email: don@apigee.com
		
	 If to Bank:    
	  	Silicon Valley Bank
		  	2400 Hanover St.
		  	Palo Alto, California 94304
		  	Attn: Kaare Wagner, Vice President
		  	Fax: _______________________________
		  	Email: kwagner@svb.com

 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 

  
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appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints,
and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed
completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH
PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. 
 WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR
RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a
reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638
(or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such
court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to
grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all
records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party
may apply to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial
proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may
enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or
proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help
remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph. 

  
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 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 (other than inchoate indemnity obligations, 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) have been satisfied. So long as Borrower has satisfied the Obligations (other than inchoate indemnity obligations, 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), the Revolving Line 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 (other than the Warrant, as to which assignment, transfer and other such actions are governed by the terms thereof). 

12.3 Indemnification. Borrower agrees to indemnify, defend and hold Bank and its directors, officers, employees, agents, attorneys, or
any other Person affiliated with or representing Bank (each, an “Indemnified Person”) harmless against: (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 contemplated by the Loan Documents (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s
gross negligence or willful misconduct. 
 This Section 12.3 shall survive until all statutes of limitation with respect to the
Claims, losses, and expenses for which indemnity is given shall have run. 
 12.4 Time of Essence. Time is of the essence for the
performance of all Obligations in this Agreement. 
 12.5 Severability of Provisions. Each provision of this Agreement is severable
from every other provision in determining the enforceability of any provision. 

  
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 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 so long as Bank provides Borrower with written notice of such correction and allows Borrower at least ten (10) days to object to such correction. In the event of such objection,
such correction shall not be made except by an amendment signed by both Bank and Borrower. 
 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”) provided that such Subsidiaries or Affiliates shall agree to be bound by the confidentiality provisions set forth in this
Section 12.9; (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 anonymous forms of confidential information for aggregate datasets, for analyses or reporting, and for any other uses
not expressly prohibited in writing by Borrower. The provisions of the immediately preceding sentence shall survive termination of this Agreement. 

  
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 12.10 Attorneys’ Fees, Costs and Expenses. In any action or proceeding between
Borrower and Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be
entitled. 
 12.11 Electronic Execution of Documents. The words “execution,” “signed,”
“signature” and words of like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a
manually executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions
Act. 
 12.12 Captions. The headings used in this Agreement are for convenience only and shall not affect the interpretation of
this Agreement. 
 12.13 Construction of Agreement. The parties mutually acknowledge that they and their attorneys have
participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist. 

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

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

12.16 Transitional Arrangements. On the Effective Date, this Agreement shall amend, restate and supersede the Prior Loan Agreement in
its entirety, except as provided in this Section. On the Effective Date, the rights and obligations of the parties evidenced by the Prior Loan Agreement shall be evidenced by this Agreement and the other Loan Documents and the grant of security
interest in the Collateral by the Borrower under the Prior Loan Agreement and the other “Loan Documents” (as defined in the Prior Loan Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event
be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loan Documents. All references to the Prior Loan Agreement in any Loan Document or other document or instrument delivered in connection therewith
shall be deemed to refer to this Agreement and the provisions hereof. 

  
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 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” is defined in Section 7.3. 

“Adjusted Quick Ratio” is the ratio of (a) Quick Assets to (b) Current Liabilities minus Deferred
Revenue. 
 “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. 
 “Australian Subsidiary” means Apigee Australia Pty Ltd., a wholly-owned Subsidiary of Borrower,
which is formed under the laws of the Australia. 
 “Availability Amount” is (a) the lesser of
(i) the Revolving Line or (ii) the amount available under the Borrowing Base minus (b) the outstanding principal balance of all Advances. 

“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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 “Bookings” are the values of (i) new contracts entered into between
Borrower and new customers which result in the sale of Borrower’s products or services to such new customers, (ii) new contracts entered into between Borrower and existing customers which result in the sale of Borrower’s products or
services to such existing customers, and (iii) renewals of existing contracts entered into between Borrower and existing customers resulting in the sale of Borrower’s products or services to such existing customers, during any period of
measurement by Bank. 
 “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 Base” is (a) eighty percent (80%) of Eligible Accounts, plus (b) the lesser of
(i) eighty percent (80%) of Eligible Foreign Accounts or (ii) Six Million Dollars ($6,000,000), as determined by Bank from Borrower’s most recent Borrowing Base Certificate; provided, however, that Bank has the right to decrease
the foregoing percentages in its good faith business judgment to mitigate the impact of events, conditions, contingencies, or risks which may adversely affect the Collateral or its value. 

“Borrowing Base Certificate” is that certain certificate in the form attached hereto as Exhibit B.

 “Borrowing Base Report” is defined in Section 6.2(a). 

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

“Claims” is defined in Section 12.3. 

  
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 “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 C. 
 “Contingent Obligation” is, for any Person, any direct or indirect liability,
contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation, in each case, directly or indirectly guaranteed, endorsed, co-made, discounted or sold with
recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity
swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does
not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum
reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement. 

“Control Agreement” is any control agreement entered into among the depository institution at which Borrower maintains
a Deposit Account or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Bank pursuant to which Bank obtains control (within the meaning of the Code) over such
Deposit Account, Securities Account, or Commodity Account. 
 “Copyrights” are any and all copyright rights,
copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret. 

  
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 “Credit Extension” is any Advance, Overadvance, Existing Equipment Term
Loan Advance, Term Loan Advance, or any other extension of credit by Bank for Borrower’s benefit. 
 “Current
Liabilities” are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year. 

“Default Rate” is defined in Section 2.3(b). 

“Deferred Revenue” is all amounts received or invoiced in advance of performance under contracts and not yet
recognized as revenue. 
 “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 ending XXXXX5761, maintained by Borrower with Bank. 
 “Dollar
Equivalent” is, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Bank
at such time on the basis of the then-prevailing rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such Foreign Currency. 

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

“Domestic Subsidiary” means a Subsidiary organized under the laws of the United States or any state or territory
thereof or the District of Columbia. 
 “Dubai Subsidiary” means Apigee Corporation (branch)—Dubai, a
wholly-owned Subsidiary of Borrower, which is formed under the laws of the United Arab Emirates. 
 “Early Termination
Fee” is a non-refundable termination fee in an amount equal to One Hundred Twenty-Five Thousand Dollars ($125,000) if the termination of the Revolving Line occurs before the first
(1st) anniversary of the Effective Date. 
 “Effective
Date” is defined in the preamble hereof. 
 “Eligible Accounts” means Accounts which arise in the
ordinary course of Borrower’s business that meet all Borrower’s representations and warranties in Section 5.3. Bank reserves the right at any time after the Effective Date to adjust any of the criteria set forth below and to establish
new criteria in its good faith business judgment. Unless Bank otherwise agrees in writing, Eligible Accounts shall not include: 
 (a)
Accounts for which the Account Debtor is Borrower’s Affiliate, officer, employee, or agent; 

  
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 (b) Accounts that the Account Debtor has not paid within ninety (90) days of invoice date
regardless of invoice payment period terms; 
 (c) Accounts with credit balances over ninety (90) days from invoice date; 

(d) Accounts owing from an Account Debtor if fifty percent (50%) or more of the Accounts owing from such Account Debtor have not been paid
within ninety (90) days of invoice date; 
 (e) Accounts owing from an Account Debtor which does not have its principal place of
business in the United States, unless such Accounts are otherwise Eligible Foreign Accounts; 
 (f) Accounts billed from and/or payable to
Borrower outside of the United States unless Bank has a first priority, perfected security interest or other enforceable Lien in such Accounts under all applicable laws, including foreign laws (sometimes called foreign invoiced accounts); 

(g) Accounts owing from an Account Debtor to the extent that Borrower is indebted or obligated in any manner to the Account Debtor (as
creditor, lessor, supplier or otherwise—sometimes called “contra” accounts, accounts payable, customer deposits or credit accounts); 

(h) Accounts owing from an Account Debtor which is a United States government entity or any department, agency, or instrumentality thereof
unless Borrower has assigned its payment rights to Bank and the assignment has been acknowledged under the Federal Assignment of Claims Act of 1940, as amended; 

(i) Accounts for demonstration or promotional equipment, or in which goods are consigned, or sold on a “sale guaranteed”, “sale
or return”, “sale on approval”, or other terms if Account Debtor’s payment may be conditional; 
 (j) Accounts owing from
an Account Debtor where goods or services have not yet been rendered to the Account Debtor (sometimes called memo billings or pre-billings); 

(k) Accounts subject to contractual arrangements between Borrower and an Account Debtor where payments shall be scheduled or due according to
completion or fulfillment requirements (excepting payment penalties due to Account Debtors specifically resulting from “downtime failures” in connection with “three nines” guarantee clauses set forth in Borrower’s Service
Level Agreements with such Account Debtors) where the Account Debtor has a right of offset for damages suffered as a result of Borrower’s failure to perform in accordance with the contract (sometimes called contracts accounts receivable,
progress billings, milestone billings, or fulfillment contracts); 
 (l) Accounts owing from an Account Debtor the amount of which may be
subject to withholding based on the Account Debtor’s satisfaction of Borrower’s complete performance (but only to the extent of the amount withheld; sometimes called retainage billings); 

(m) Accounts subject to trust provisions, subrogation rights of a bonding company, or a statutory trust; 

  
 36 








 (n) Accounts owing from an Account Debtor that has been invoiced for (A) goods that have not
been shipped to the Account Debtor, or (B) services that have not been rendered to the Account Debtor, unless Bank, Borrower, and the Account Debtor have entered into an agreement acceptable to Bank in its sole discretion wherein the Account
Debtor acknowledges that (i) as it relates to invoiced goods, it has title to and has ownership of such goods wherever located, and as it relates to invoiced services, it will receive a direct benefit from such services being rendered,
(ii) a bona fide sale of the goods or services, as applicable, has occurred, and (iii) it owes payment for such goods or services, as applicable, in accordance with invoices from Borrower (sometimes called “bill and hold”
accounts); 
 (o) Accounts for which the Account Debtor has not been invoiced; 

(p) Accounts that represent non-trade receivables or that are derived by means other than in the ordinary course of Borrower’s business;

 (q) Accounts for which Borrower has permitted Account Debtor’s payment to extend beyond ninety (90) days; 

(r) Accounts arising from chargebacks, debit memos or other payment deductions taken by an Account Debtor; 

(s) Accounts arising from product returns and/or exchanges (sometimes called “warranty” or “RMA” accounts); 

(t) Accounts in which the Account Debtor disputes liability or makes any claim (but only up to the disputed or claimed amount), or if the
Account Debtor is subject to an Insolvency Proceeding, or becomes insolvent, or goes out of business; 
 (u) Reserved. 

(v) Accounts owing from an Account Debtor, whose total obligations to Borrower exceed twenty-five percent (25%) of all Accounts, except
for AT&T Inc., for which such percentage is forty percent (40%), for the amounts that exceed that percentage, unless Bank approves in writing in its sole discretion on a case-by-case basis; and 

(w) Accounts for which Bank in its good faith business judgment determines collection to be doubtful, including, without limitation, accounts
represented by “refreshed” or “recycled” invoices. 
 “Eligible Equipment” is the following to
the extent it complies with all of Borrower’s representations and warranties to Bank, is acceptable to Bank in all respects, is located at 10 S. Almaden Boulevard, San Jose, CA 95113 or such other location of which Bank has approved in writing,
and is subject to a first priority Lien in favor of Bank, subject to Permitted Liens: (a) general purpose office equipment, subject to the limitations set forth herein, and (b) Other Equipment. 

  
 37 








 “Eligible Foreign Accounts” are Accounts for which the Account Debtor
does not have its principal place of business in the United States and which (a) otherwise satisfy the definition of Eligible Accounts, and (b) are billed and collected in the United States. 

“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. 

“Event of Loss” is defined in Section 2.1.3(c). 

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

“Existing Equipment Term Loan” is defined in Recital A. 

“Existing Equipment Term Loan Advance” or “Existing Equipment Term Loan Advances” is defined in
Recital A. 
 “Existing Equipment Term Loan Maturity Date” is June 1, 2017. 

“Existing Growth Capital Loan” is defined in Recital B. 

“Existing Revolving Line” is defined in Recital A. 

“Existing Term Loan” is defined in Recital A. 

“Final Payment” is, for the Term Loan Advances, a payment (in addition to and not a substitution for the regular
monthly payments of principal and accrued interest) due on the date set forth in Section 2.4(d), equal to One Hundred Fifty-Six Thousand Two Hundred Fifty Dollars ($156,250). 

“Financed Equipment” is all present and future Eligible Equipment in which Borrower has any interest which is financed
by an Existing Equipment Term Loan Advance. 
 “Foreign Currency” means lawful money of a country other than
the United States. 
 “Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.

 “Funding Date” is any date on which a Credit Extension is made to or for the account of Borrower which shall
be a Business Day. 
 “FX Contract” is any foreign exchange contract by and between Borrower and Bank under
which Borrower commits to purchase from or sell to Bank a specific amount of Foreign Currency on a specified date. 

  
 38 








 “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. 
 “Good Faith Deposit” is defined in Section 2.4(c).

 “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. 
 “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. 

“Indian Subsidiary” means Apigee Technologies (India) Pvt. Ltd., a wholly-owned Subsidiary of Borrower, which is
formed under the laws of India. 
 “InsightsOne Subsidiary” is defined in Recital B. 

“Insolvency Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any
other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief. 

“Intellectual Property” means, with respect to any Person, all of such Person’s right, title, and interest in and
to the following: 
 (a) its Copyrights, Trademarks and Patents; 

  
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 (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 software, including, without limitation, all source code and object
code; 
 (d) any and all design rights which may be available to such Person; 

(e) any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the
obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and 
 (f)
all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents. 
 “Interest-Only Period”
means, for the Tranche B Advances, the period commencing on the Effective Date and continuing through May 31, 2016. 

“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. 
 “Japanese Subsidiary” means
Apigee Japan K K, a wholly-owned Subsidiary of Borrower, which is formed under the laws of the Japan. 
 “Key
Person” is Borrower’s Chief Executive Officer, who is, as of the Effective Date, Chet Kapoor. 
 “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
Ratio” means a ratio equal to (a) Borrower’s unrestricted cash not subject to any Lien securing Indebtedness (other than Obligations owing to Bank) and Cash Equivalents, plus an amount equal to Borrower’s net balance
sheet Eligible Accounts, minus the aggregate principal balance of the outstanding Advances, divided by (b) the aggregate principal balance of the outstanding Term Loan Advances. 

  
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 “Loan Documents” are, collectively, this Agreement and any schedules,
exhibits, certificates, notices, and any other documents related to this Agreement, the Warrant, any Bank Services Agreement, any subordination agreement, any note, or notes or guaranties executed by Borrower, and any other present or future
agreement by Borrower 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; (c) a material impairment of the prospect of repayment of any portion of the
Obligations; or (d) Bank determines, based upon information available to it and in its reasonable judgment, that there is a reasonable likelihood that Borrower shall fail to comply with one or more of the financial covenants in Section 6
during the next succeeding financial reporting period. 
 “Monthly Financial Statements” is defined in
Section 6.2(c). 
 “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 (other than the Warrant), 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 (other than the Warrant). 

“Operating Documents” are, for any Person, such Person’s formation documents, as certified by the Secretary of
State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form,
(b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all
current amendments or modifications thereto. 
 “Other Equipment” is leasehold improvements, intangible
property such as computer software and software licenses, equipment specifically designed or manufactured for Borrower, other intangible property, limited use property and other similar property and soft costs approved by Bank, including taxes,
shipping, warranty charges, freight discounts and installation expenses. 
 “Overadvance” is defined in
Section 2.2. 
 “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 D. 

“Perfection Certificate” is defined in Section 5.1. 

  
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 “Permitted Acquisition” means any Acquisition(s) in which: (a) the
Borrower’s board of directors has approved the Acquisition; (b) the Person so acquired (the “Target”) is in a similar line of business or a business reasonably related thereto; (c) the Borrower is the sole surviving
corporation; (d) either (i) Borrower’s Adjusted Quick Ratio, measured on a pro-forma basis based on Borrower’s and Target’s consolidated financial statements for the most recent reporting period, is equal to or greater than
1.50 to 1.00 or (ii) if Borrower’s Adjusted Quick Ratio, measured on a pro-forma basis based on Borrower’s and Target’s consolidated financial statements for the most recent reporting period, is less than 1.50 to 1.00, then
(A) cash consideration for all Acquisitions does not exceed One Million Dollars ($1,000,000) in the aggregate at any time and (B) total consideration including cash and the value of any non-cash consideration for all Acquisitions does not
exceed Two Million Five Hundred Thousand Dollars ($2,500,000) in the aggregate at any time; (e) the Acquisition is not a hostile acquisition; (f) at the time of the Acquisition and after giving effect to the Acquisition, there shall not
exist any Event of Default under this Agreement or any of the Loan Documents; and (g) after giving effect to such Acquisition, the Borrower will remain in compliance with any financial covenants set forth in this Agreement on a pro-forma
basis. 
 “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) capital leases in an amount not to exceed Two
Hundred Fifty Thousand Dollars ($250,000) in the aggregate at any time outstanding; 
 (f) reimbursement obligations incurred in the ordinary
course of business under corporate credit cards in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate at any time outstanding; 

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

(h) Indebtedness secured by Liens permitted under clauses (a) and (c) of the definition of “Permitted Liens” hereunder;

 (i) other unsecured Indebtedness not otherwise permitted by Section 7.4 not exceeding Seven Hundred Fifty Thousand Dollars ($750,000)
in the aggregate outstanding at any time; 

  
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 (j) Indebtedness that constitutes Permitted Investments under paragraph (f) of the
definition of Permitted Investments; and 
 (k) extensions, refinancings, modifications, amendments and restatements of any items of
Permitted Indebtedness (a) through (i) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its Subsidiary, as the case may be. 

“Permitted Investments” are: 

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

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

(d) Investments consisting of deposit accounts; provided that with respect to any deposit accounts maintained by Borrower, Bank shall have a
perfected security interest in such deposit account to the extent required by Section 6.6(b); 
 (e) Investments accepted in connection
with Transfers permitted by Section 7.1; 
 (f) Investments (i) by Borrower in Subsidiaries (except for the Indian Subsidiary and
the UK Subsidiary) not to exceed One Hundred Thousand Dollars ($100,000) in the aggregate in any fiscal year, (ii) investments by Borrower in the Indian Subsidiary to cover operating expenses in the ordinary course of business not to exceed
Seven Million Dollars ($7,000,000) in the aggregate in any fiscal year; (iii) investments by Borrower in the UK Subsidiary to cover operating expenses in the ordinary course of business not to exceed Twenty-Four Million Dollars ($24,000,000) in
the aggregate in any fiscal year; and (iv) by Subsidiaries in other Subsidiaries not to exceed Fifty Thousand Dollars ($50,000) in the aggregate in any fiscal year or in Borrower; 

(g) Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary
course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower’s Board of
Directors; 
 (h) 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; 

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

(j) (i) Permitted Acquisitions and (ii) 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; and 
 (k) other Investments not
otherwise permitted by Section 7.7 of this Agreement not exceeding One Hundred Thousand Dollars ($100,000) in the aggregate outstanding at any time. 

“Permitted Liens” are: 

(a) Liens existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement and the other Loan Documents;

 (b) Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being
contested in good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted
thereunder; 
 (c) purchase money Liens (i) on Equipment (other than Financed Equipment) acquired or held by Borrower incurred for
financing the acquisition of the Equipment securing no more than Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate amount outstanding, or (ii) existing on Equipment (other than Financed 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 Fifty Thousand Dollars ($50,000) 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; 

  
 44 








 (h) non-exclusive licenses 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 but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to
discreet geographical areas outside 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; 
 (j) Liens in favor of other financial institutions
arising in connection with Borrower’s or its Subsidiaries’ deposit and/or securities accounts held at such institutions, provided that with respect to Borrower’s accounts, Bank has a perfected security interest in the amounts held in
such deposit and/or securities accounts to the extent required by Section 6.6(b); and 
 (k) deposits to secure the performance of bids,
tenders, trade contracts, leases, government contracts, statutory obligations, surety, stay, customs and appeal bonds, performance and return money bonds, and other obligations of a like nature incurred in the ordinary course of business. 

“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). 

“Prior Growth Capital Loan Agreement” is defined in Recital B. 

“Prior Loan Agreement” is defined in Recital A. 

“Quick Assets” is, on any date, Borrower’s unrestricted cash not subject to any Lien securing Indebtedness (other
than Obligations owing to Bank) and Cash Equivalents and Eligible Accounts. 
 “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. 

  
 45 








 “Responsible Officer” is any of the Chief Executive Officer, President,
Chief Financial Officer and Controller of Borrower. 
 “Revolving Line” is an aggregate principal amount
equal to Twelve Million Five Hundred Thousand Dollars ($12,500,000). 
 “Revolving Line Maturity Date” is
October 31, 2017. 
 “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. 
 “Service Level Agreements”
means those certain Service Level Agreements entered into in the ordinary course of Borrower’s business, in an arm’s length transaction, by and between Borrower and an Account Debtor, which contain a “three nines” guarantee
against “downtime failures” in Borrower’s services. 
 “Singapore Subsidiary” means Apigee
Singapore Pte Ltd., a wholly-owned Subsidiary of Borrower, which is formed under the laws of the Singapore. 

“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, which shall include, but is not limited to, the UK Subsidiary, Indian Subsidiary, Singapore Subsidiary, Australian Subsidiary, Japanese Subsidiary,
Dubai Subsidiary and InsightsOne Subsidiary. 
 “Term Loan Advance” or “Term Loan Advances”
is defined in Section 2.1.2(a). 
 “Term Loan Commitment” is a Term Loan Advance or Term Loan Advances in an
aggregate original principal amount of up to Twelve Million Five Hundred Thousand Dollars ($12,500,000). 
 “Term Loan
Commitment Fee” is defined in Section 2.4(b). 

  
 46 








 “Term Loan Maturity Date” is, for (a) the Tranche A Advance, the
date on which the thirtieth (30th) Tranche A Payment is due with respect to the Tranche A Advance, but in no event later than May 31, 2017, and (b) the Tranche B Advance, the date
on which the twenty-fourth (24th) Tranche B Payment is due, but in no event later than May 1, 2018. 

“Total Liabilities” is on any day, obligations that should, under GAAP, be classified as liabilities on
Borrower’s consolidated balance sheet, including all Indebtedness, and current portion of Subordinated Debt permitted by Bank to be paid by Borrower, but excluding all other Subordinated Debt. 

“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. 

“Tranche A” is defined in Section 2.1.2(a). 

“Tranche A Advance” is defined in Section 2.1.2(a). 

“Tranche A Amortization Date” is defined in Section 2.1.2(b). 

“Tranche A Payment” is defined in Section 2.1.2(b). 

“Tranche A Repayment Period” is, for the Tranche A Advance, a period of time equal to thirty (30) consecutive
months commencing on the Tranche A Amortization Date. 
 “Tranche B” is defined in Section 2.1.2(a).

 “Tranche B Advance” or “Tranche B Advances” is defined in Section 2.1.2(a). 

“Tranche B Amortization Date” is defined in Section 2.1.2(b). 

“Tranche B Draw Period” is the period of time from the Effective Date through the earlier to occur of
(a) May 31, 2016 or (b) the occurrence and continuance of an Event of Default. 
 “Tranche B
Payment” is defined in Section 2.1.2(b). 
 “Tranche B Repayment Period” is, for each Tranche B
Advance, a period of time equal to twenty-four (24) consecutive months commencing on the Tranche B Amortization Date. 

“Transfer” is defined in Section 7.1. 

“UK Subsidiary” means Apigee Europe Limited, a wholly-owned Subsidiary of Borrower, which is formed under the laws of
the United Kingdom. 

  
 47 








 “Warrant” is that certain (i) Warrant to Purchase Stock dated as of
May 1, 2012 executed by Borrower in favor of Bank, (ii) Warrant to Purchase Stock dated as of April 19, 2013 executed by InsightsOne Subsidiary in favor of Bank, and (iii) Warrant to Purchase Stock dated as of the Effective Date
executed by Borrower in favor of Bank, each as may be amended, modified, supplemented, or restated from time to time. 
 [Signature page
follows.] 

  
 48 








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

			
	APIGEE CORPORATION
		
	By	 	 /s/ Steve Valenzuela

	Name:	 	Steve Valenzuela
	Title:	 	CFO

 BANK: 
  

			
	SILICON VALLEY BANK
		
	By	 	 /s/ John Willard

	Name:	 	John Willard
	Title:	 	MD

 [Signature Page to Amended and Restated Loan and Security Agreement] 







 EXHIBIT A – COLLATERAL DESCRIPTION 

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

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license
agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures,
letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

 All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all
substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. 

Notwithstanding the foregoing, the Collateral does not include any 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, and (b) any Intellectual Property; provided,
however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to
have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to
permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. 

Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property
without Bank’s prior written consent. 
 Exhibit A 







 EXHIBIT B - BORROWING BASE
CERTIFICATE 
 Borrower: Apigee Corporation 

Lender: Silicon Valley Bank 
 Commitment Amount: $12,500,000 

 

					
	 ACCOUNTS RECEIVABLE
	  			
	 1. Accounts Receivable (invoiced) Book Value as of
                    
	  	$	                    	  
	 2. Additions (Please explain on next page)
	  	$	                    	  
	 3. Less: Intercompany / Employee / Non-Trade Accounts
	  	$	                    	  
	 4. NET TRADE ACCOUNTS RECEIVABLE
	  	$	                    	  
		
	 ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
	  			
	 5. 90 Days Past Invoice Date
	  	$	                    	  
	 6. Credit Balances over 90 Days
	  	$	                    	  
	 7. Balance of 50% over 90 Day Accounts (Cross-Age or Current Affected)
	  	$	                    	  
	 8. Foreign Account Debtor Accounts (other than Eligible Foreign Accounts up to $6,000,000)
	  	$	                    	  
	 9. Foreign Invoiced and/or Collected Accounts
	  	$	                    	  
	 10. Contra / Customer Deposit Accounts
	  	$	                    	  
	 11. U.S. Government Accounts
	  	$	                    	  
	 12. Promotion or Demo Accounts; Guaranteed Sale or Consignment Sale Accounts
	  	$	                    	  
	 13. Accounts with Memo or Pre-Billings
	  	$	                    	  
	 14. Contract Accounts; Accounts with Progress / Milestone Billings
	  	$	                    	  
	 15. Accounts for Retainage Billings
	  	$	                    	  
	 16. Trust / Bonded Accounts
	  	$	                    	  
	 17. Bill and Hold Accounts
	  	$	                    	  
	 18. Unbilled Accounts
	  	$	                    	  
	 19. Non-Trade Accounts (If not already deducted above)
	  	$	                    	  
	 20. Accounts with Extended Term Invoices (Net 90+)
	  	$	                    	  
	 21. Chargebacks Accounts / Debit Memos
	  	$	                    	  
	 22. Product Returns / Exchanges
	  	$	                    	  
	 23. Disputed Accounts; Insolvent Account Debtor Accounts
	  	$	                    	  
	 24. [Reserved]
	  	$	                    	  
	 25. Concentration Limits (25%; except for AT&T, 40%)
	  	$	                    	  
		
	 26. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS
	  	$	                    	  
	 27. Eligible Accounts (#4 minus #26)
	  	$	                    	  
	 28. ELIGIBLE AMOUNT OF ACCOUNTS (80% of #27)
	  	$	                    	  
		
	 BALANCES
	  			
	 29. Maximum Loan Amount
	  	$	12,500,000	  
	 30. Total Funds Available [Lesser of #29 or #28]
	  	$	                    	  
	 31. Present balance owing on Line of Credit
	  	$	                    	  
	 32. Outstanding under Sublimits (if any)
	  	$	                    	  
	 33. RESERVE POSITION (#30 minus #31 and #32)
	  	$	                    	  

 [Continued on following page.] 

  
 Exhibit B 








 Explanatory comments from previous page: 

 
  
  

 
  

 
 The undersigned represents and warrants that
this is true, complete and correct, and that the information in this Borrowing Base Certificate complies with the representations and warranties in the Amended and Restated Loan and Security Agreement between the undersigned and Silicon Valley Bank.

  

			
	 COMMENTS:
  

By:
                                         
           
             Authorized
Signer
  
 Date:
                                         
       
	  	 BANK USE ONLY        

Received by:
                                         
                   

                          
  AUTHORIZED SIGNER
 Date:
                                         
                               

Verified:
                                         
                         

                        AUTHORIZED
SIGNER
 Date:
                                         
                               

Compliance Status:                     Yes
                  No



  
 Exhibit B 








 EXHIBIT C 

COMPLIANCE CERTIFICATE 
  

			
	        TO: SILICON VALLEY BANK	  	                    Date:
                                         
           
		
	        FROM: APIGEE CORPORATION	  	

 The undersigned authorized officer of Apigee Corporation (“Borrower”) certifies that under the terms
and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”): 

(1) Borrower is in complete compliance for the period ending             with
all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however,
that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly
referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required 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 (i) as explained in an accompanying letter or footnotes and (ii) with respect to unaudited financial statements for the absence of footnotes and subject to year-end adjustments. The
undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is
delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. 
 Please
indicate compliance status by circling Yes/No under “Complies” column. 
  

							
	 Reporting Covenant
	  	 Required
	  	Complies	 
	 Monthly financial statements with Compliance Certificate (“CC”)
	  	Monthly within 30 days	  	 	Yes No	  
	 Annual financial statement (CPA Audited) + CC
	  	FYE within 180 days	  	 	Yes No	  
	 10-Q, 10-K and 8-K
	  	With next Compliance Certificate	  	 	Yes No	  
	 Borrowing Base Certificate; A/R & A/P Agings
	  	Monthly within 30 days	  	 	Yes No	  
	 Annual Board Approved financial projections
	  	Annually within 30 days after board approval or more frequently as updated	  	 	Yes No	  

  

									
	 Financial Covenants
	  	Required	  	Actual	  	Complies	 
	 Maintain on a rolling 2-quarter basis:
	  		  		  			
	 Minimum revenues (as defined by GAAP)
	  	80% of forecast	  	$            	  	 	Yes No	  
	 Maintain on a monthly basis:
	  		  		  			
	 Minimum Liquidity Ratio
	  	1.25 : 1.00	  	             : 1.00	  	 	Yes No	  

 The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and
accurate as of the date of this Certificate. 

  
 Exhibit C 








 Other Matters 

 

									
	Have there been any amendments of or other changes to the capitalization table of Borrower (prior to the date on which an initial public offering of Borrower’s common stock has been consummated) 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	  

  

									
	Have there been any 10-Q, 10-K and 8-K filings by Borrower with the SEC (or any Governmental Authority succeeding to any or all of the functions of the
SEC), or distributed to its shareholders, as the case may be? If yes, provide copies of any such filings.	  	 	Yes	  	  	 	No	  

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

 
  
  

							
	APIGEE CORPORATION	    	BANK USE ONLY
			
		  		    	Received
by:                                        
                                         
                 
	By:	  	  
	    		  	AUTHORIZED SIGNER
	Name:	  	  
	    	Date:                                   
                                         
                                    
	Title:	  	  
	    		  	
		  		    	Verified:                                  
                                         
                               
		  		    		  	AUTHORIZED SIGNER
		  		    	Date:                                   
                                         
                                    
		  		    	Compliance Status:	  	Yes     No


  
 Exhibit C 








 Schedule 1 to Compliance Certificate 

Financial Covenants of Borrower 

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

Dated:
                                        

 I. Minimum Revenue (Section 6.7(a) of the Loan Agreement) 

Required: On a consolidated basis with respect to Borrower and its Subsidiaries, to be tested as of the last day of each fiscal quarter of Borrower
(commencing on the fiscal quarter ending on October 31, 2014 and continuing for each subsequent fiscal quarter ending through the fiscal quarter ending on July 31, 2015), maintain revenues (as defined by GAAP) on a rolling two
(2) quarter basis, of not less than eighty percent (80%) of Borrower’s projected revenues for such rolling two (2) quarter period outlined in Borrower’s consolidated revenue plan dated August 19, 2014 approved by
Borrower’s Board of Directors and delivered to, and approved by, Bank before the Effective Date. Notwithstanding the foregoing, Bank shall establish the applicable minimum revenue financial covenant for the fiscal quarter ending on
October 31, 2015 and each subsequent fiscal quarter ending during Borrower’s fiscal year 2016 based upon eighty percent (80%) of Borrower’s projected revenues for each rolling two (2) quarter period outlined in
Borrower’s board-approved plan for the fiscal year ending April 30, 2016, delivered in accordance with Section 6.2, and such covenant shall be set in a manner (but not in amounts) consistent with the covenant set as of Effective Date
through the fiscal quarter ending on July 31, 2015 (the “Proposed Fiscal Year 2016 Minimum Revenue Covenant”). In furtherance of the immediately preceding sentence, the Borrower hereby acknowledges and agrees that the
aforementioned percentage used to calculate the Proposed Fiscal Year 2016 Minimum Revenue Covenant may be increased by Bank in its good faith business judgment in the event that Bank determines in its sole discretion that a Material Adverse Change
has occurred and is continuing during the period in which the Proposed Fiscal Year 2016 Minimum Revenue Covenant is being established. 
 Actual:
    $                     

Is the amount of Borrower’s revenue (as defined by GAAP) at the end of the applicable testing period equal to or greater than the amount as required above
for its respective period ending? 
  

			
	              No, not in compliance
	  	             Yes, in compliance

 II. Liquidity Ratio (Section 6.7(b) of the Loan Agreement) 

Required: Borrower shall maintain as of the last day of each month, on a consolidated basis with respect to Borrower and its Subsidiaries, a Liquidity
Ratio of not less than 1.25 to 1.00. 
 Actual: 
  

					
	A.	  	Borrower’s unrestricted cash not subject to any Lien securing Indebtedness	  	$            
	B.	  	Net balance sheet Eligible Accounts	  	$            
	C.	  	Aggregate principal balance of the outstanding Advances	  	$            
	D.	  	Liquidity (line A plus line B minus line C)	  	$            
	E.	  	Aggregate principal balance of the outstanding Term Loan Advances	  	$            
	F.	  	Liquidity Ratio (line D divided by line E)	  	  


 Is line F at least 1.25 to 1.00? 
  

			
	              No, not in compliance
	  	             Yes, in compliance


  
 Schedule 1 to Exhibit C









 EXHIBIT D – LOAN PAYMENT/ADVANCE REQUEST FORM 

DEADLINE FOR SAME DAY PROCESSING IS
NOON PACIFIC TIME 
  

			
	 Fax To:
	  	Date:                                 

 LOAN PAYMENT: 

            APIGEE CORPORATION 

 

					
	From Account #                                  
                                         
       	  		  	To Account #                                  
                                         
      
	 (Deposit Account #)
	  		  	(Loan Account #)
	Principal $                                   
                                         
                 	  		  	and/or Interest $                                 
                                         
   

  

					
	Authorized Signature:                                  
                          	  		  	                Phone Number:                  
                                   
	Print Name/Title:                                  
                                   	  		  	

 LOAN ADVANCE: 

Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. 

 

									
	From Account #	  	 	  		  	To Account #	  	 
		  	(Loan Account #)	  		  		  	(Deposit Account #)

  

									
	Amount of Advance $	  	 	  		  		  	

 All Borrower’s representations and warranties in the Amended and Restated Loan and Security Agreement are true, correct
and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality
in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: 

 

					
	Authorized Signature:                                  
                          	  		  	Phone Number:                                  
                                      
	Print Name/Title:                                  
                                   	  		  	

 OUTGOING WIRE REQUEST: 

Complete only if all or a portion of funds from the loan advance above is to be wired. 

Deadline for same day processing is noon, Pacific Time 
  

					
	Beneficiary Name:                                  
                                	  		  	Amount of Wire: $                                
                                  
	Beneficiary Bank:                                  
                                 	  		  	Account Number:                                  
                                  
	City
and State:                                      
                                    	  		  	

  

									
	Beneficiary Bank Transit (ABA) #:	  	 	 		  	Beneficiary Bank Code (Swift, Sort, Chip, etc.):	  	 
		  		 		  	(For International Wire Only)	  	

  

							
	Intermediary Bank:	  	 	 	Transit (ABA) #:	  	 


			
	For Further Credit to:	  	 

  

			
	Special Instruction:	  	 

 By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with
and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). 

 

					
	Authorized Signature:                                  
                          	  		  	2nd Signature (if required):                     
                              
	Print Name/Title:                                  
                                   	  		  	Print Name/Title:                                  
                                   
	Telephone #:                                   
                                         
 	  		  	Telephone #:                                   
                                         
 


  
 Exhibit D 








 EXHIBIT E – BORROWING RESOLUTIONS 

[On file with Bank] 

  
 Exhibit E