Exhibit 10.1


 


AMENDED
AND RESTATED LOAN AND SECURITY AGREEMENT


 


THIS AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 19, 2015 (the “Effective
Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove
Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and BRIGHTCOVE INC., a Delaware corporation
(“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.


 


A.           Bank
and Borrower have previously entered into that certain Loan and Security Agreement dated as of March 30, 2011, between Borrower
and Bank, as amended by a certain First Loan Modification Agreement dated as of June 24, 2011, as further amended by a certain
Second Loan Modification Agreement dated as of April 29, 2013 and as further amended by a certain Third Loan Modification Agreement
dated as of October 3, 2014 (as the same has been amended, modified, supplemented or restated, the “Prior Loan Agreement”).


 


B.           Borrower
and Bank have agreed to amend and restate, and replace, the Prior Loan Agreement in its entirety. Bank and Borrower hereby agree
that the Prior Loan Agreement is amended and restated 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. 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.


 


2.2         Payment
of Interest on the Credit Extensions. 


 


(a)          Interest;
Payment.  Each Advance shall bear interest on the outstanding principal amount thereof from the date when made, continued
or converted until paid in full at a per annum rate equal to (i) for Prime Rate Advances, the Prime Rate plus the Prime Rate
Margin, and (ii) for LIBOR Advances, the LIBOR Rate plus the LIBOR Rate Margin. On and after the expiration of any Interest
Period applicable to any LIBOR Advance outstanding on the date of occurrence and during the continuance of an Event of Default
or acceleration by Bank pursuant to Section 9.1 of this Agreement of the maturity of the Obligations, the amount of such LIBOR
Advance shall, during the continuance of such Event of Default or after such acceleration, bear interest at a per annum rate equal
to the Prime Rate plus five percent (5.0%). Pursuant to the terms hereof, interest on each Advance shall be paid in arrears on
each Interest Payment Date. Interest shall also be paid on the date of any prepayment of any Advance pursuant to this Agreement
for the portion of any Advance so prepaid and upon payment (including prepayment) in full thereof. All accrued but unpaid interest
on the Advances shall be due and payable on the Revolving Line Maturity Date.


 




    	 		 



     


    

 


(b)          Prime
Rate Advances. Each change in the interest rate of the Prime Rate Advances based on changes in the Prime Rate shall be effective
on the effective date of such change and to the extent of such change.


 


(c)          LIBOR
Advances. The interest rate applicable to each LIBOR Advance shall be determined in accordance with Section 3.6 hereunder.
Subject to Sections 3.5 and 3.6, such rate shall apply during the entire Interest Period applicable to such LIBOR Advance, and
interest calculated thereon shall be payable on the Interest Payment Date applicable to such LIBOR Advance.


 


(d)          Computation
of Interest. Any interest hereunder will accrue from day to day and is calculated on the basis of the actual number of days
elapsed and a year of 360 days. In computing interest on any Credit Extension, the date of the making of such 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.


 


(e)          Default
Rate. Upon the occurrence and during the continuance of an Event of Default, Obligations shall bear interest at a rate per
annum which is two percent (2.0%) above the rate that would otherwise be applicable thereto (the “Default Rate”)
unless Bank otherwise elects from time to time in its sole discretion to impose a smaller increase. Payment or acceptance of the
increased interest provided in this Section 2.2(e) 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.


 


2.3         Fees.
Borrower shall pay to Bank:


 


(a)          Commitment
Fee. A fully earned, non-refundable commitment fee of Fifty Thousand Dollars ($50,000.00), on the Effective Date;


 


(b)          Unused
Revolving Line Facility Fee. A fee (the “Unused Revolving Line Facility Fee”), payable quarterly in arrears
on the first (1st) day of each calendar quarter, and on the Revolving Line Maturity Date, on a calendar year basis,
in an amount equal to one-quarter of one percent (0.25%) per annum of the average unused portion of the Revolving Line, as determined
by Bank. The unused portion of the Revolving Line, for purposes of this calculation, shall equal the difference between (a) the
Revolving Line and (b) the average for the period of the aggregate amount of Advances outstanding on each day. Borrower shall not
be entitled to any credit, rebate or repayment of any Unused Revolving Line Facility Fee previously earned by Bank pursuant to
this Section 2.3(b) notwithstanding any termination of the Agreement or the suspension or termination of Bank’s obligation
to make Credit Extensions hereunder; and


 


(c)          Bank
Expenses. All Bank Expenses (including reasonable documented attorneys’ fees and expenses for documentation and negotiation
of this Agreement) incurred through and after the Effective Date, when due (or, if no stated due date, upon demand by Bank).


 


(d)          Fees
Fully Earned. Unless otherwise provided in this Agreement or in a separate writing by Bank, Borrower shall not be entitled
to any credit, rebate, or repayment of any fees earned by Bank pursuant to this Agreement notwithstanding any termination of this
Agreement or the suspension or termination of Bank’s obligation to make loans and advances hereunder. Bank may deduct amounts
owing by Borrower under the clauses of this Section 2.3 pursuant to the terms of Section 2.4(c). Bank shall provide Borrower written
notice of deductions made from the Designated Deposit Account pursuant to the terms of the clauses of this Section 2.3.


 


2.4         Payments;
Application of Payments; Debit of Accounts.


 


(a)          All
payments to be made by Borrower under any Loan Document shall be made in immediately available funds in Dollars, without setoff
or counterclaim, before 1:00 p.m. Eastern time on the date when due. Payments of principal and/or interest received after 1:00
p.m. Eastern 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.


 




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(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 (other than accounts designated solely for, and used exclusively for, payroll),
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.


 


2.5         Withholding.
Payments received by Bank from Borrower under this Agreement will be made free and clear of and without deduction for any and all
present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental
Authority (including any interest, additions to tax or penalties applicable thereto). Specifically, however, if at any time any
Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any withholding or deduction
from any such payment or other sum payable hereunder to Bank, Borrower hereby covenants and agrees that the amount due from Borrower
with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the
making of such required withholding or deduction, Bank receives a net sum equal to the sum which it would have received had no
withholding or deduction been required, and Borrower shall pay the full amount withheld or deducted to the relevant Governmental
Authority, provided however that to the extent Bank is refunded any portion of such excess, Bank shall remit such amount to Borrower.
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 2.5 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 Control Agreements;


 


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


 


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


 


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


 


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


 




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(g)          a
legal opinion of Borrower’s counsel (authority and enforceability) dated as of the Effective Date together with the duly
executed original signature thereto;


 


(h)          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;


 


(i)          payment
of the fees and Bank Expenses then due as specified in Section 2.3 hereof.


 


3.2         Conditions
Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension,
is subject to the following conditions precedent:


 


(a)          except
as otherwise provided in Section 3.4, timely receipt of an executed Notice of Borrowing;


 


(b)          the
representations and warranties in this Agreement shall be true and correct in all material respects on the date of the Notice of
Borrowing 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 and correct 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
are true and correct in all material respects as of such date; provided, however, that such materiality qualifier shall not be
applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and
provided, further that those representations and warranties expressly referring to a specific date shall be true and correct in
all material respects as of such date; and


 


(c)          Bank
determines to its satisfaction in its good faith business discretion that there has not been any material impairment in
the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations when
due, nor any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by
Bank.


 


3.3         Covenant
to Deliver. Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a condition
precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Bank of any such
item shall not constitute a waiver by Bank of Borrower’s obligation to deliver such item, and the making of any Credit Extension
in the absence of a required item shall be in Bank’s sole discretion.


 


3.4         Procedures
for Borrowing.


 


(a)          Subject
to the prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, an Advance
shall be made upon Borrower’s irrevocable written notice delivered to Bank by electronic mail in the form of a Notice of
Borrowing executed by an Authorized Signer or without instructions if any Advances is necessary to meet Obligations which have
become due. Such Notice of Borrowing must be received by Bank prior to 1:00 p.m. Eastern time, (i) at least three (3) Business
Days prior to the requested Funding Date, in the case of any LIBOR Advance, and (ii) on the requested Funding Date, in the
case of a Prime Rate Advance, specifying: (1) the amount of the Advance; (2) the requested Funding Date; (3) whether
the Advance is to be comprised of LIBOR Advances or Prime Rate Advances; and (4) the duration of the Interest Period applicable
to any such LIBOR Advances included in such notice; provided that if the Notice of Borrowing shall fail to specify the duration
of the Interest Period for any Advance comprised of LIBOR Advances, such Interest Period shall be one (1) month.


 


(b)          On
the Funding Date, Bank shall credit proceeds of an Advance to the Designated Deposit Account and, subsequently, shall transfer
such proceeds by wire transfer to such other account as Borrower may instruct in the Notice of Borrowing. No Advances shall be
deemed made to Borrower, and no interest shall accrue on any such Advance, until the related funds have been deposited in the applicable
Designated Deposit Account.


 




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3.5         Conversion
and Continuation Elections.


 


(a)          So
long as (i) no Event of Default exists; (ii) Borrower shall not have sent any notice of termination of this Agreement; and (iii)
Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests
for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank:


 


(1)         elect
to convert on any Business Day, Prime Rate Advances into LIBOR Advances;


 


(2)         elect
to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or


 


(3)         elect
to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date into Prime Rate Advances.


 


(b)          Borrower
shall deliver a Notice of Conversion/Continuation by electronic mail to be received by Bank prior to 1:00 p.m. Eastern time (i)
at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances are to be converted into
or continued as LIBOR Advances; and (ii) on the Conversion Date, if any Advances are to be converted into Prime Rate Advances,
in each case specifying the:


 


(1)         proposed
Conversion Date or Continuation Date;


 


(2)         aggregate
amount of the Advances to be converted or continued;


 


(3)         nature
of the proposed conversion or continuation; and


 


(4)         if
the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period.


 


(c)          If
upon the expiration of any Interest Period applicable to any LIBOR Advances, Borrower shall have timely failed to select a new
Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, Borrower
shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances.


 


(d)          Any
LIBOR Advances shall, at Bank’s option, convert into Prime Rate Advances in the event that (i) an Event of Default exists,
or (ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the
aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an Interest Period shall
at any time during such Interest Period exceeds the Revolving Line. Borrower agrees to pay Bank, upon demand by Bank (or Bank may,
at its option, debit the Designated Deposit Account or any other account Borrower maintains with Bank (other than accounts designated
solely for, and used exclusively for, payroll)) any amounts required to compensate Bank for any loss (including loss of anticipated
profits), cost, or expense incurred by Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances pursuant to
this Section 3.5(d).


 


(e)          Notwithstanding
anything to the contrary contained herein, Bank shall not be required to purchase Dollar deposits in the London interbank market
or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had
purchased such deposits to fund the LIBOR Advances.


 




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3.6         Special
Provisions Governing LIBOR Advances. Notwithstanding any other provision of this Agreement to the contrary, the following provisions
shall govern with respect to LIBOR Advances as to the matters covered:


 


(a)          Determination
of Applicable Interest Rate. As soon as practicable on each Interest Rate Determination Date, Bank shall determine (which determination
shall, absent manifest error in calculation, be final, conclusive and binding upon all parties) the interest rate that shall apply
to the LIBOR Advances for which an interest rate is then being determined for the applicable Interest Period and shall promptly
give notice thereof (in writing or by telephone confirmed in writing) to Borrower.


 


(b)          Inability
to Determine Applicable Interest Rate. In the event that Bank shall have determined (which determination shall be final and
conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any LIBOR Advance, that
by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest
rate applicable to such LIBOR Advance on the basis provided for in the definition of LIBOR, Bank shall on such date give notice
(by facsimile or by telephone confirmed in writing) to Borrower of such determination, whereupon (i) no Advances may be made as,
or converted to, LIBOR Advances until such time as Bank notifies Borrower that the circumstances giving rise to such notice no
longer exist, and (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by Borrower with respect to LIBOR Advances
in respect of which such determination was made shall be deemed to be rescinded by Borrower.


 


(c)          Compensation
for Breakage or Non-Commencement of Interest Periods. If (i) for any reason, other than a default by Bank or any failure of
Bank to fund LIBOR Advances due to impracticability or illegality under Sections 3.7(c) and 3.7(d) of this Agreement, a borrowing
or a conversion to or continuation of any LIBOR Advance does not occur on a date specified in a Notice of Borrowing or a Notice
of Conversion/Continuation, as the case may be, or (ii) any complete or partial principal payment or reduction of a LIBOR
Advance, or any conversion of any LIBOR Advance, occurs on a date prior to the last day of an Interest Period applicable to that
LIBOR Advance, including due to voluntary or mandatory prepayment or acceleration, then, in each case, Borrower shall compensate
Bank, upon written request by Bank, for all losses and expenses incurred by Bank in an amount equal to the excess, if any, of:


 


(A)         the
amount of interest that would have accrued on the amount (1) not borrowed, converted or continued as provided in clause (i) above,
or (2) paid, reduced or converted as provided in clause (ii) above, for the period from (y) the date of such failure to borrow,
convert or continue as provided in clause (i) above, or the date of such payment, reduction or conversion as provided in clause
(ii) above, as the case may be, to (z) in the case of a failure to borrow, convert or continue as provided in clause (i) above,
the last day of the Interest Period that would have commenced on the date of such borrowing, conversion or continuing but for such
failure, and in the case of a payment, reduction or conversion prior to the last day of an Interest Period applicable to a LIBOR
Advance as provided in clause (ii) above, the last day of such Interest Period, in each case at the applicable rate of interest
or other return for such LIBOR Advance(s) provided for herein (excluding, however, the LIBOR Rate Margin included therein, if any),
over


 


(B)         the
interest which would have accrued to Bank on the applicable amount provided in clause (A) above through the purchase of a Eurodollar
deposit bearing interest at the rate obtained pursuant to the definition of LIBOR Rate on the date of such failure to borrow,
convert or continue as provided in clause (i) above, or the date of such payment, reduction or conversion as provided in clause
(ii) above, as the case may be, for a period equal to the remaining period of such applicable Interest Period provided in clause
(A) above.


 


Bank’s request shall set forth the manner
and method of computing such compensation and such determination as to such compensation shall be conclusive absent manifest error.


 




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(d)          Assumptions
Concerning Funding of LIBOR Advances. Calculation of all amounts payable to Bank under this Section 3.6 and under Section 3.7
shall be made as though Bank had actually funded each relevant LIBOR Advance through the purchase of a Eurodollar deposit bearing
interest at the rate obtained pursuant to the definition of LIBOR Rate in an amount equal to the amount of such LIBOR Advance and
having a maturity comparable to the relevant Interest Period; provided, however, that Bank may fund each of its LIBOR Advances
in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable
under this Section 3.6 and under Section 3.7.


 


(e)          LIBOR
Advances During an Event of Default. After the occurrence and during the continuance of an Event of Default, (i) Borrower may
not elect to have an Advance be made or continued as, or converted to, a LIBOR Advance after the expiration of any Interest Period
then in effect for such Advance and (ii) subject to the provisions of Section 3.6(c), any Notice of Conversion/Continuation given
by Borrower with respect to a requested conversion/continuation that has not yet occurred shall, at Bank’s option, be deemed
to be rescinded by Borrower and be deemed a request to convert or continue Advances referred to therein as Prime Rate Advances.


 


3.7         Additional
Requirements/Provisions Regarding LIBOR Advances.


 


(a)          Borrower
shall pay Bank, upon demand by Bank, from time to time such amounts as Bank may determine to be necessary to compensate it for
any costs incurred by Bank that Bank determines are attributable to its making or maintaining of any amount receivable by Bank
hereunder in respect of any LIBOR Advances relating thereto (such increases in costs and reductions in amounts receivable being
herein called “Additional Costs”), in each case resulting from any Regulatory Change which:


 


(i)          changes
the basis of taxation of any amounts payable to Bank under this Agreement in respect of any LIBOR Advances (other than changes
which affect taxes measured by or imposed on the overall net income of Bank by the jurisdiction in which Bank has its principal
office);


 


(ii)         imposes
or modifies any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any
deposits with, or other liabilities of Bank (including any LIBOR Advances or any deposits referred to in the definition of LIBOR);
or


 


(iii)        imposes
any other condition affecting this Agreement (or any of such extensions of credit or liabilities).


 


Bank will notify Borrower
of any event occurring after the Effective Date which will entitle Bank to compensation pursuant to this Section 3.7(a) as promptly
as practicable after it obtains knowledge thereof and determines to request such compensation. Bank will furnish Borrower with
a statement setting forth in reasonable detail the basis and amount of each request by Bank for compensation under this Section
3.7(a). Determinations and allocations by Bank for purposes of this Section 3.7(a) of the effect of any Regulatory Change on its
costs of maintaining its obligations to make LIBOR Advances, of making or maintaining LIBOR Advances, or on amounts receivable
by it in respect of LIBOR Advances, and of the additional amounts required to compensate Bank in respect of any Additional Costs,
shall be conclusive absent manifest error.


 


(b)          If
Bank shall determine that the adoption or implementation after the Effective Date of any applicable law, rule, regulation, or treaty
regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental
authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by Bank
(or its applicable lending office) with any request or directive regarding capital adequacy (whether or not having the force of
law) of any such authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on
capital of Bank or any person or entity controlling Bank (a “Parent”) as a consequence of its obligations hereunder
to a level below that which Bank (or its Parent) could have achieved but for such adoption, change, or compliance (taking into
consideration policies with respect to capital adequacy) by an amount deemed by Bank to be material, then from time to time, within
five (5) days after demand by Bank, Borrower shall pay to Bank such additional amount or amounts as will compensate Bank for such
reduction. A statement of Bank claiming compensation under this Section 3.7(b) and setting forth the additional amount or amounts
to be paid to it hereunder shall be conclusive absent manifest error.


 




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Notwithstanding anything
to the contrary in this Section 3.7, Borrower shall not be required to compensate Bank pursuant to this Section 3.7(b) for any
amounts incurred more than nine (9) months prior to the date that Bank notifies Borrower of Bank’s intention to claim compensation
therefor; provided that if the circumstances giving rise to such claim have a retroactive effect, then such nine month period shall
be extended to include the period of such retroactive effect. The obligations of Borrower arising pursuant to this Section 3.7(b)
shall survive the Revolving Line Maturity Date, the termination of this Agreement and the repayment of all Obligations.


 


(c)          If,
at any time, Bank, in its sole and absolute discretion, determines that (i) the amount of LIBOR Advances for periods equal to the
corresponding Interest Periods are not available to Bank in the offshore currency interbank markets, or (ii) LIBOR does not accurately
reflect the cost to Bank of lending the LIBOR Advances, then Bank shall promptly give notice thereof to Borrower. Upon the giving
of such notice, Bank’s obligation to make the LIBOR Advances shall terminate; provided, however, LIBOR Advances shall not
terminate if Bank and Borrower agree in writing to a different interest rate applicable to LIBOR Advances.


 


(d)          If
it shall become unlawful for Bank to continue to fund or maintain any LIBOR Advances, or to perform its obligations hereunder,
upon demand by Bank (setting forth in reasonable detail the basis of such demand), Borrower shall prepay the LIBOR Advances in
full with accrued interest thereon and all other amounts payable by Borrower hereunder (including, without limitation, any amount
payable in connection with such prepayment pursuant to Section 3.6(c)(ii)). Notwithstanding the foregoing, to the extent a determination
by Bank as described above relates to a LIBOR Advance then being requested by Borrower pursuant to a Notice of Borrowing or a Notice
of Conversion/Continuation, Borrower shall have the option, subject to the provisions of Section 3.6(c)(ii), to (i) rescind
such Notice of Borrowing or Notice of Conversion/Continuation by giving notice (by facsimile or by telephone confirmed in writing)
to Bank of such rescission on the date on which Bank gives notice of its determination as described above, or (ii) modify such
Notice of Borrowing or Notice of Conversion/Continuation to obtain a Prime Rate Advance or to have outstanding Advances converted
into or continued as Prime Rate Advances by giving notice (by facsimile or by telephone confirmed in writing) to Bank of such modification
on the date on which Bank gives notice of its determination as described above.


 


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, in each case, all
interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its business judgment), to secure
all of the Obligations relating to such Letters of Credit.


 




    	 	-8-	 



     


    

 


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 excess of One Hundred Thousand Dollars ($100,000.00), Borrower shall promptly notify Bank
in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and
in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory
to Bank.


 


4.3         Authorization
to File Financing Statements. Borrower hereby authorizes Bank to file financing statements, without notice to Borrower, with
all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition
of the Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of Bank under the Code. Such financing
statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an
equal or lesser scope, or with greater detail, all in Bank’s discretion.


 


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” (the “Perfection
Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated
on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized
in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s
organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets
forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing
address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five
(5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its
jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries
is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the
Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement).
If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence
and provide Bank with Borrower’s organizational identification number.


 


The execution, delivery
and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with
any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any
material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree,
determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets
may be bound or affected, (iv) require any action by, filing, registration, or qualification by Borrower 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.


 




    	 	-9-	 



     


    

 


5.2         Collateral.
Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to grant a
Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any
bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection
Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a
perfected security interest therein, pursuant to the terms of Section 6.6(b). The Accounts are bona fide, existing obligations
of the Account Debtors.


 


The Collateral is not
in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None
of the components of the Collateral (other than (i) mobile equipment such as laptop computers in the possession of Borrower’s
employees or agents or (ii) Collateral valued in excess of One Hundred Thousand Dollars ($100,000.00) (in the aggregate for all
such Collateral at all locations)) shall be maintained at locations other than as provided in the Perfection Certificate or as
permitted pursuant to Section 7.2.


 


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


 


Borrower is the sole
owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers
in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material
Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own
and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower
owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or
in part. To Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of
any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s
business.


 


Except as noted on
the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.


 


5.3         Litigation.
There are no actions or proceedings pending or, to the knowledge of any Responsible Officer, threatened in writing by or against
Borrower or any of its Subsidiaries, that, if determined adversely, could reasonably be expected to result in damages, individually
or in the aggregate, of Two Hundred Fifty Thousand Dollars ($250,000.00) or more.


 


5.4         Financial
Statements; Financial Condition. All consolidated financial statements for Borrower and any of its Subsidiaries delivered to
Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated
results of operations as of the date thereof. There has not been any material deterioration in Borrower’s consolidated financial
condition since the date of the most recent financial statements submitted to Bank.


 


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


 


5.6         Regulatory
Compliance. Borrower is not an “investment company” or a company “controlled” by an “investment
company” under the Investment Company Act of 1940, as amended. Borrower is not engaged as one of its important activities
in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower (a) has
complied in all material respects with all Requirements of Law, and (b) has not violated any Requirements of Law the violation
of which could reasonably be expected to have a material adverse effect on its business. None of Borrower’s or any of its
Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to 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.


 




    	 	-10-	 



     


    

 


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


 


5.8         Tax
Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, and Borrower has
timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except (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, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Ten
Thousand Dollars ($10,000.00).


 


To the extent Borrower
defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the commencement of, and any material development
in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested
taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of
any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and
payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation
plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete
termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected
to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or
any other governmental agency.


 


5.9         Use
of Proceeds. Borrower shall use the proceeds of the Credit Extensions solely as working capital and to fund its general business
requirements (including acquisitions, dividends, distributions and stock repurchases, in each case to the extent that such transactions
are not otherwise prohibited hereunder) and not for personal, family, household or agricultural purposes.


 


5.10       Full
Disclosure. No written representation, warranty or other statement of Borrower in any certificate or written statement given
to Bank in connection with the Loan Documents, 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 in
light of the circumstances in which they were made (it being recognized by Bank that the projections and forecasts provided by
Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period
or periods covered by such projections and forecasts may differ from the projected or forecasted results).


 


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


 


6.           AFFIRMATIVE
COVENANTS


 


Borrower shall do all
of the following:


 


6.1         Government
Compliance.


 


(a)          Maintain
its and (except as permitted by Section 7.3) all its Subsidiaries’ legal existence and good standing in their respective
jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on Borrower’s business or operations. Borrower shall comply, and have each
Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could reasonably
be expected to have a material adverse effect on Borrower’s business.


 




    	 	-11-	 



     


    

 


(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.


 


(c)          Deliver
to Bank, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and
other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements
of Law that could reasonably be expected to have a material adverse effect on any of the Governmental Approvals or otherwise on
the operations of Borrower or any of its Subsidiaries.


 


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


 


(a)          Monthly
Financial Statements. As soon as available, but no later than (i) thirty (30) days after the last day of each of the first
and second months in each fiscal quarter and (ii) forty-five (45) days after the last day of the third month in each fiscal quarter,
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”);


 


(b)          Monthly
Compliance Certificate. Within (i) thirty (30) days after the last day of each of the first and second months in each fiscal
quarter and (ii) forty-five (45) days after the last day of the third month in each fiscal quarter, in each case 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 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;


 


(c)          Board-Approved
Annual Operating Budget and Financial Projections. As soon as available, but no later than sixty (60) days after the last day
of each fiscal year of Borrower, and contemporaneously with any updates or changes thereto, annual Board-approved operating budgets
and financial projections (including income statements, balance sheets and cash flow statements, by quarter) in a form acceptable
to Bank; 


 


(d)          Annual
Audited Financial Statements. As soon as available, but no later than ninety (90) 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;


 


(e)          Other
Statements. Within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s
security holders generally or to any holders of Subordinated Debt;


 


(f)          10-Q.
In addition to and without limiting the requirements in (g) below, within forty-five (45) days of the last day of each fiscal quarter,
copies of its 10-Q and all other materials in connection therewith filed with the SEC;


 


(g)          SEC
Filings. Within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed
by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national
securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the
terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically
and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link
thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly
notify Bank in writing (which may be by electronic mail) of the posting of any such documents;


 


(h)          Legal
Action Notice. A prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries
that, if determined adversely, could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries
of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; and


 




    	 	-12-	 



     


    

 


(i)          Other
Financial Information. Other financial information of Borrower reasonably requested by Bank.


 


6.3         Intentionally
omitted.


 


6.4         Taxes;
Pensions. Timely file, and require each of its Subsidiaries to timely file, all required tax returns and reports and timely
pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local taxes, assessments, deposits and
contributions owed by Borrower and each of its Subsidiaries, except for deferred payment of any taxes contested pursuant to the
terms of Section 5.8 hereof, and shall deliver to Bank, 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
and as Bank may reasonably request. Insurance policies shall be in a form, with financially sound and reputable insurance companies
that are not Affiliates of Borrower, and in amounts that are satisfactory to Bank. All property policies shall have a lender’s
loss payable endorsement showing Bank as the sole lender loss payee. All liability policies shall show, or have endorsements showing,
Bank as an additional insured. Bank shall be named as lender loss payee and/or additional insured with respect to any such insurance
providing coverage in respect of any Collateral.


 


(b)          Ensure
that proceeds payable under any property policy are, at Bank’s option, payable to Bank on account of the Obligations. Notwithstanding
the foregoing, (a) so long as no Event of Default has occurred and is continuing, Borrower shall have the option of applying the
proceeds of any casualty policy up to Two Hundred Fifty Thousand Dollars ($250,000.00) with respect to any loss, but not exceeding
Five Hundred Thousand Dollars ($500,000.00) 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 (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) 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 copies of insurance policies or certificates of insurance 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 endeavor to give Bank thirty (30) days prior written
notice (or ten (10) days in the case of non-payment of premiums) before any such policy or policies shall be materially altered
or canceled. In the event that such provider does not provide the notice described in the preceding sentence to Bank, Borrower
shall provide such notice to Bank in the timeframe described in therein. If Borrower fails to obtain insurance as required under
this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make all
or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies
Bank deems prudent.


 


6.6         Accounts.


 


(a)          To
permit Bank to monitor Borrower’s financial performance and condition, Borrower shall maintain Borrower’s primary domestic
depository and operating accounts and securities/investment accounts with Bank and Bank’s Affiliates such that all such domestic
accounts of Borrower shall contain at least the lesser of (i) Fifteen Million Dollars ($15,000,000.00) and (ii) eighty percent
(80.0%) of the Dollar value of all of Borrower’s domestic accounts at all financial institutions (provided, however, Borrower
shall have five (5) days from the date such level is not attained in order to be in compliance with this subsection (a)). Borrower
and its Subsidiaries shall be permitted to maintain accounts outside of the United States with financial institutions other than
Bank so long as before any such accounts are opened Borrower shall provide notice to Bank and the opportunity for Bank to compete
to provide the relevant banking services in such jurisdictions.


 




    	 	-13-	 



     


    

 


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


 


6.7         Financial
Covenants. Maintain at all times:


 


(a)          Adjusted
Quick Ratio. To be tested as of the last day of each month, an Adjusted Quick Ratio of at least 1.25 to 1.0.


 


(b)          Adjusted
Non-GAAP Net Income. To be tested as of the last day of each calendar quarter, Adjusted Non-GAAP Net Income of at least One
Dollar ($1.00) for (i) the six-month period ending on June 30, 2015, (ii) the nine-month period ending on September 30, 2015 and
(iii) the twelve-month period ending on December 31, 2015 and for the twelve-month period ending on the last day of each calendar
quarter thereafter. Notwithstanding the foregoing, the Adjusted Non-GAAP Net Income covenant shall only be tested for a quarter
to the extent that, during any month in such quarter, the outstanding principal amount of Advances was at least Fifteen Million
Dollars ($15,000,000.00) or more either (1) for five (5) or more consecutive Business Days or (2) on more than two (2) separate
occasions.


 


6.8         Protection
of Intellectual Property Rights. 


 


(a)          (i)
Protect, defend and maintain the validity and enforceability of the Intellectual Property material to Borrower’s business;
(ii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially
and adversely affect the value of its Intellectual Property; 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)          Provide
written notice to Bank within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter
software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the
consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral”
and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such
Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of
a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement
and the other Loan Documents.


 


6.9         Collections
Account. Direct each Account Debtor (and each depository institution where proceeds of Accounts are on deposit) to remit payments
with respect to the Accounts payable in Dollars to a lockbox account or similar “blocked account” (as may be specified
by Bank) established with Bank (collectively, the “Collections Account”), the funds in which Collections Account
shall be transferred to the Designated Deposit Account within one (1) Business Day provided that no Event of Default has occurred
and is continuing. Borrower shall maintain the Collections Account as of the Effective Date and at all times thereafter. Upon receipt
by Borrower of any proceeds of Accounts payable in Dollars, Borrower shall immediately transfer and deliver same to the Collections
Account, along with a detailed monthly cash receipts journal for such transactions. Borrower shall have access to the funds in
the Collections Account at all times prior to the occurrence and during the continuance of an Event of Default.


 


6.10       Litigation
Cooperation. From the date hereof and continuing through the termination of this Agreement, make available to Bank (which,
if no Event of Default exists, shall be during regular business hours upon reasonable prior notice), 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.


 




    	 	-14-	 



     


    

 


6.11       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, obsolete, or surplus Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable
to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted Investments;
(d) consisting of the sale or issuance of any stock of Borrower permitted under Section 7.2 of this Agreement; (e) consisting of
Borrower’s use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement
or the other Loan Documents; and (f) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the
ordinary course of business.


 


7.2         Changes
in Business, Management, Control, 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; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by Borrower
within five (5) days after his or her departure from Borrower; or (d) permit or suffer any Change in Control.


 


Borrower shall not,
without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses
(unless each such new office or business location contains less than One Hundred Thousand Dollars ($100,000.00) in Borrower’s
assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred
Fifty Thousand Dollars ($150,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the
Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change
its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends
to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Fifty Thousand Dollars
($150,000.00) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral
and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank,
and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Bank.


 


7.3         Mergers
or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or
acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person
(including, without limitation, by the formation of any Subsidiary), except for Permitted Acquisitions. A Subsidiary may merge
or consolidate into another Subsidiary or into Borrower.


 


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


 


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


 




    	 	-15-	 



     


    

 


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 Borrower may (i) pay dividends solely in common stock or (ii) repurchase the stock of former employees, directors or consultants
pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of any such repurchase and would
not exist after giving effect to any such repurchase, provided such repurchases do not exceed in the aggregate of One Hundred Thousand
Dollars ($100,000.00) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, by the
formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so.


 


7.8         Transactions
with Affiliates.  Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower,
except for transactions (a) 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 and (b)
consisting of equity financings to the extent permitted by Section 7.2.


 


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 (a) meet the minimum funding requirements of ERISA, (b) prevent a Reportable Event or Prohibited Transaction,
as defined in ERISA, from occurring, or (c) comply with the Federal Fair Labor Standards Act, the failure of any of the conditions
described in clauses (a) through (c) which could reasonably be expected to have a material adverse effect on Borrower’s business;
or violate any other law or regulation, if the violation could reasonably be expected to have a material adverse effect on Borrower’s
business, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit
partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing
and deferred compensation plan which could reasonably be expected to result in any liability of Borrower, including any liability
to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.


 


8.           EVENTS
OF DEFAULT


 


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


 


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


 




    	 	-16-	 



     


    

 


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, 6.8(b), or 6.9, 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 the determination as to
whether to make any Credit Extension during such cure period shall be in Bank’s sole discretion). 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         Material
Adverse Change. A Material Adverse Change occurs;


 


8.4         Attachment;
Levy; Restraint on Business. 


 


(a)          (i)
The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any entity under the control
of Borrower (including a Subsidiary) in an amount in excess of Fifty Thousand Dollars ($50,000.00), or (ii) a notice of lien or
levy is filed against any of Borrower’s assets by any Governmental Authority, and the same under subclauses (i) and (ii)
hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond
or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; or


 


(b)          (i)
any material portion of Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver,
or (ii) any court order enjoins, restrains, or prevents Borrower from conducting all or any material part of its business.


 


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


 


8.6         Other
Agreements. There is, under any agreement to which Borrower or any Guarantor is a party with a third party or parties, (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 Two Hundred Fifty Thousand Dollars ($250,000.00); or (b) any breach
or default by Borrower or Guarantor, the result of which could have a material adverse effect on Borrower’s or any Guarantor’s
business;


 


8.7         Judgments;
Penalties. One or more fines, penalties or final judgments, orders or decrees for the payment of money in an amount, individually
or in the aggregate, of at least Two Hundred Fifty Thousand Dollars ($250,000.00) (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;


 




    	 	-17-	 



     


    

 


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


 


8.10       Guaranty.
(a) Any guaranty of any Obligations terminates or ceases for any reason to be in full force and effect; (b) any Guarantor does
not perform any obligation or covenant under any guaranty of the Obligations; (c) any circumstance described in Sections 8.3, 8.4,
8.5, 8.6, 8.7, or 8.8 of this Agreement occurs with respect to any Guarantor; (d) the death, liquidation, winding up, or termination
of existence of any Guarantor; or (e) (i) a material impairment in the perfection or priority of Bank’s Lien in
the collateral provided by Guarantor or in the value of such collateral or (ii) a material adverse change in the general affairs,
management, results of operation, condition (financial or otherwise) or the prospect of repayment of the Obligations when due occurs
with respect to any Guarantor; or


 


8.11       Governmental
Approvals. Any Governmental Approval shall have been (a) revoked, rescinded, suspended, modified in an adverse manner or not
renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority that designates a hearing
with respect to any applications for renewal of any such Governmental Approval or that could result in the Governmental Authority
taking any of the actions described in clause (a) above, and such decision or such revocation, rescission, suspension, modification
or non-renewal (i) has, or could reasonably be expected to have, a Material Adverse Change, or (ii) adversely affects the legal
qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction and such
revocation, rescission, suspension, modification or non-renewal could reasonably be expected to materially adversely affect the
status of or legal qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction.


 


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 to the extent not prohibited by applicable law:


 


(a)          declare
all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations are immediately
due and payable without any action by Bank);


 


(b)          stop
advancing money or extending credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower
and Bank;


 


(c)          demand
that Borrower (i) deposit cash with Bank in an amount equal to at least (A) one hundred five percent (105.0%) of the Dollar Equivalent
of the aggregate face amount of all Letters of Credit denominated in Dollars remaining undrawn, and (B) one hundred ten percent
(110.0%) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit denominated in a Foreign Currency remaining
undrawn, (plus, in each case, 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;


 




    	 	-18-	 



     


    

 


(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 that is reasonably
convenient to Bank and Borrower. Bank may peaceably 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 by Borrower, to exercise any of Bank’s rights or remedies;


 


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


 


(h)          ship,
reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Bank is hereby
granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents, Copyrights,
mask works, rights of use of any name, trade secrets, trade names, Trademarks, and advertising matter, or any similar property
as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection
with Bank’s exercise of its rights under this Section, Borrower’s rights under all licenses and all franchise agreements
inure to Bank’s benefit;


 


(i)          place
a “hold” on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or
other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;


 


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


 


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


 


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


 


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


 




    	 	-19-	 



     


    

 


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


 


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


 


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


 


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.


 




    	 	-20-	 



     


    

 


	If to Borrower:	Brightcove Inc.
	 	290 Congress Street
	 	Boston, Massachusetts 02210
	 	Attn:  	Kevin R. Rhodes
	 	Fax:  	(617) 261-4830
	 	Email: 	krhodes@brightcove.com
	 	 	 
	with a copy to:	Goodwin Procter LLP
	 	53 State Street
	 	Boston, Massachusetts  02109
	 	Attn:  	Mark D. Smith
	 	Fax:	(617) 523-1231
	 	Email: 	marksmith@goodwinprocter.com
	 	 	 
	If to Bank:	Silicon Valley Bank
	 	275 Grove Street, Suite 2-200
	 	Newton, Massachusetts 02466
	 	Attn:	Mr. Sam Subilia
	 	Fax:	(617) 527-0177
	 	Email: 	SSubilia@svb.com
	 	 	 
	with a copy to:	Riemer & Braunstein LLP
	 	Three Center Plaza
	 	Boston, Massachusetts  02108
	 	Attn:	David A. Ephraim, Esquire
	 	Fax:	(617) 880-3456
	 	Email:	DEphraim@riemerlaw.com


 


11.         CHOICE
OF LAW, VENUE AND JURY TRIAL WAIVER


 


Except as otherwise
expressly provided in any of the Loan Documents, Massachusetts 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 Boston, Massachusetts; provided,
however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action
in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other
court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced
in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper
venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by
such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit
and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to
Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and
that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3)
days after deposit in the U.S. mails, proper postage prepaid.


 


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.


 




    	 	-21-	 



     


    

 


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), this Agreement may be terminated prior to the Revolving Line Maturity Date by Borrower, effective
three (3) Business Days after written notice of termination is given to Bank. Those obligations that are expressly specified in
this Agreement as surviving this Agreement’s termination shall continue to survive notwithstanding this Agreement’s
termination. Without limiting the foregoing, except as otherwise provided in Section 4.1, the grant of a security interest by Borrower
in Section 4.1 shall survive until the termination of this Agreement and all Bank Services Agreements.


 


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


 


12.3       Indemnification.
Borrower agrees to indemnify, defend and hold Bank and its directors, officers, employees, agents, attorneys, or any other Person
affiliated with or representing Bank (each, an “Indemnified Person”) harmless against: (i) all obligations,
demands, claims, and liabilities (collectively, “Claims”) claimed or asserted by any other party in connection
with the transactions contemplated by the Loan Documents; and (ii) all losses or expenses (including Bank Expenses) in any way
suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions
between Bank and Borrower (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused
by such Indemnified Person’s gross negligence or willful misconduct.


 


This Section 12.3 shall
survive until all statutes of limitation with respect to the Claims, losses, and expenses for which indemnity is given shall have
run.


 


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


 


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


 


12.6       Correction
of Loan Documents. Bank may correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement
of the parties.


 


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


 




    	 	-22-	 



     


    

 


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


 


12.9       Confidentiality.
In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary
information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates (such Subsidiaries and Affiliates,
together with Bank, collectively, “Bank Entities”); (b) to prospective transferees or purchasers of any interest
in the Credit Extensions (provided, however, Bank shall use its best efforts to obtain any prospective transferee’s or purchaser’s
agreement to the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s
regulators or as otherwise required in connection with Bank’s examination or audit; (e) as Bank considers appropriate
in exercising remedies under the Loan Documents; and (f) to third-party service providers of Bank so long as such service providers
have executed a confidentiality agreement with Bank with terms no less restrictive than those contained herein. Confidential information
does not include information that is either: (i) in the public domain or in Bank’s possession when disclosed to Bank,
or becomes part of the public domain (other than as a result of its disclosure by Bank in violation of this Agreement) after disclosure
to Bank; or (ii) disclosed to Bank by a third party, if Bank does not know that the third party is prohibited from disclosing
the information.


 


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


 


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


 


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.


 




    	 	-23-	 



     


    

 


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     Amended
and Restated Agreement. This Agreement amends and restates, in its entirety, and replaces, the Prior Loan Agreement.


 


13.         DEFINITIONS


 


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


 


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


 


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


 


“Adjusted
Non-GAAP Net Income” means, as calculated for any period and at any date of determination, the net profit (or loss) of
Borrower, plus, to the extent the same have been deducted in the calculation of the foregoing, (a) stock based compensation expense
and, if approved by Bank in writing on a case-by-case basis, other non-cash expenses and charges, (b) if approved by Bank in writing
on a case-by-case basis, cash expenses related to mergers (in addition to Five Hundred Thousand Dollars ($500,000.00) of expenses
payable by Borrower in the quarter ending March 31, 2016 and approved by Bank), (c) amortization of acquired intangible assets
and (d) depreciation.


 


“Adjusted
Quick Ratio” is, as calculated on a consolidated basis for Borrower and its Subsidiaries, the ratio of (a) Quick Assets
to (b) Current Liabilities minus the current portion of 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.


 


“Authorized
Signer” is any individual listed in Borrower’s Borrowing Resolution who is authorized to execute the Loan Documents,
including any Notice of Borrowing or other Credit Extension request, on behalf of Borrower.


 


“Availability
Amount” is the Revolving Line minus the outstanding principal balance of any Advances.


 


“Bank”
is defined in the preamble hereof.


 


“Bank Entities”
is defined in Section 12.9.


 




    	 	-24-	 



     


    

 


“Bank Expenses”
are all audit fees and expenses and other costs and expenses (including reasonable documented 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”).


 


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


 


“Board”
is Borrower’s board of directors.


 


“Borrower”
is defined in the preamble hereof.


 


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


 


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


 


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


 


“Cash Equivalents”
means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued
by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year from
the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having
maturities of six months or less from the date of acquisition issued by any Bank or by any commercial bank organized under the
laws of the United States or any state thereof having combined capital and surplus of not less than Two Hundred Fifty Million Dollars
($250,000,000.00); (c) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent
rating by a nationally recognized rating agency, if both of the two (2) named rating agencies cease publishing ratings of commercial
paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of Bank or of
any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than thirty (30) days,
with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities
of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the
United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign
government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government
(as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six (6) months or
less from the date of acquisition backed by standby letters of credit issued by Bank or any commercial bank satisfying the requirements
of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements
of clauses (a) through (f) of this definition; or (h) money market funds that (i) comply with the criteria set forth in SEC Rule
2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have
portfolio assets of at least Five Billion Dollars ($5,000,000,000.00).


 




    	 	-25-	 



     


    

 


“Change in
Control” means (a) at any time, any “person” or “group” (as such terms are used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended (The “Exchange Act”)), shall become, or obtain rights
(whether by means or warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3
and 13(d)-5 under the Exchange Act), directly or indirectly, of forty-nine percent (49.0%) or more of the ordinary voting power
for the election of directors of Borrower (determined on a fully diluted basis) other than by the sale of Borrower’s equity
securities in a public offering or to venture capital or private equity investors (or other similar institutional investors reasonably
acceptable to Bank) 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; (b) during any period of 12 consecutive
months, a majority of the members of the board of directors or other equivalent governing body of Borrower cease to be composed
of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election
or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting
at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election
or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii)
above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or
(c) at any time, Borrower shall cease to own and control, of record and beneficially, directly or indirectly, one hundred percent
(100.0%) of each class of outstanding capital stock of each subsidiary of Borrower free and clear of all Liens (except Liens created
by this Agreement).


 


“Claims”
is defined in Section 12.3.


 


“Code”
is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the Commonwealth of Massachusetts;
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 Commonwealth of Massachusetts, the term “Code” shall mean the Uniform
Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such
attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.


 


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


 


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


 


“Collections
Account” is defined in Section 6.9.


 


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


 


“Compliance
Certificate” is that certain certificate in the form attached hereto as Exhibit D.


 


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


 




    	 	-26-	 



     


    

 


“Continuation
Date” means any date on which Borrower continues a LIBOR Advance into another Interest Period.


 


“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.


 


“Conversion
Date” means any date on which Borrower converts a Prime Rate Advance to a LIBOR Advance or a LIBOR Advance to a Prime
Rate Advance.


 


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


 


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


 


“Current Liabilities”
are all consolidated obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s
consolidated Total Liabilities that mature within one (1) year; provided that liability under any open FX Contract shall be measured
by the mark-to-market value at risk as of the date of determination.


 


“Default Rate”
is defined in Section 2.2(e).


 


“Deferred
Revenue” is all amounts received or invoiced, as appropriate, 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 account number ending in 549 (last three digits), maintained by Borrower with Bank.


 


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


 


“Dollar Equivalent”
is, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated
in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Bank at such time on the basis of the then-prevailing
rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such Foreign
Currency.


 


“EBITDA”
means earnings before interest, taxes, depreciation and amortization in accordance with GAAP.


 


“Effective
Date” is defined in the preamble hereof.


 


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


 




    	 	-27-	 



     


    

 


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


 


“Event of
Default” is defined in Section 8.


 


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


 


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


 


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


 


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


 


“GAAP”
is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession,
which are applicable to the circumstances as of the date of determination.


 


“General Intangibles”
is all “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as
may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and other tax refunds, security
and other deposits, payment intangibles, contract rights, options to purchase or sell real or personal property, rights in all
litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation
key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind.


 


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


 


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


 


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


 


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


 


“Indemnified
Person” is defined in Section 12.3.


 


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


 


“Intellectual
Property” means, with respect to any Person, all of such Person’s right, title, and interest in and to the following:


 


(a)          its
Copyrights, Trademarks and Patents;


 


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


 




    	 	-28-	 



     


    

 


(c)          any
and all source code;


 


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


 


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


 


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


 


“Interest
Payment Date” means, with respect to any LIBOR Advance, the last day of each Interest Period applicable to such LIBOR
Advance and, with respect to Prime Rate Advances, the first day of each month (or, if that day of the month does not fall on a
Business Day, then on the first Business Day following such date), and each date a Prime Rate Advance is converted into a LIBOR
Advance to the extent of the amount converted to a LIBOR Advance.


 


“Interest
Period” means, as to any LIBOR Advance, the period commencing on the date of such LIBOR Advance, or on the conversion/continuation
date on which the LIBOR Advance is converted into or continued as a LIBOR Advance, and ending on the date that is one (1), two
(2), or three (3) months thereafter, in each case as Borrower may elect in the applicable Notice of Borrowing or Notice of Conversion/Continuation;
provided, however, that (a) no Interest Period with respect to any LIBOR Advance shall end later than the Revolving
Line Maturity Date, (b) the last day of an Interest Period shall be determined in accordance with the practices of the LIBOR
interbank market as from time to time in effect, (c) if any Interest Period would otherwise end on a day that is not a Business
Day, that Interest Period shall be extended to the following Business Day unless, in the case of a LIBOR Advance, the result of
such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end
on the preceding Business Day, (d) any Interest Period pertaining to a LIBOR Advance that begins on the last Business Day
of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month at the end of such Interest Period, and (e) interest shall
accrue from and include the first Business Day of an Interest Period but exclude the last Business Day of such Interest Period.


 


“Interest
Rate Determination Date” means each date for calculating the LIBOR for purposes of determining the interest rate in respect
of an Interest Period. The Interest Rate Determination Date shall be the second Business Day prior to the first day of the related
Interest Period for a LIBOR Advance.


 


“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.


 


“Key Person”
is either of Borrower’s Chief Executive Officer or Chief Financial Officer.


 


“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.


 


“LIBOR”
means, for any Interest Rate Determination Date with respect to an Interest Period for any Advance to be made, continued as or
converted into a LIBOR Advance, the rate of interest per annum determined by Bank to be the per annum rate of interest at which
deposits in Dollars are offered to Bank in the London interbank market (rounded upward, if necessary, to the nearest 0.0001%) in
which Bank customarily participates at 11:00 a.m. (local time in such interbank market) two (2) Business Days prior to the
first day of such Interest Period for a period approximately equal to such Interest Period and in an amount approximately equal
to the amount of such Advance.


 




    	 	-29-	 



     


    

 


“LIBOR Advance”
means an Advance that bears interest based at the LIBOR Rate.


 


“LIBOR Rate”
means, for each Interest Period in respect of LIBOR Advances comprising part of the same Advances, an interest rate per annum
(rounded upward, if necessary, to the nearest 0.0001%) equal to LIBOR for such Interest Period divided by one (1) minus
the Reserve Requirement for such Interest Period.


 


“LIBOR Rate
Margin is two and one-half of one percent (2.50%).


 


“Lien”
is a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily
incurred or arising by operation of law or otherwise against any property.


 


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


 


“Material
Adverse Change” is: (a) a material impairment in the perfection or priority of Bank’s Lien in the Collateral
or in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise)
of Borrower; (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 substantial 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(a).


 


“Notice of
Borrowing” means a notice given by Borrower to Bank in accordance with Section 3.4(a), substantially in the form
of Exhibit B, with appropriate insertions.


 


“Notice of
Conversion/Continuation” means a notice given by Borrower to Bank in accordance with Section 3.5, substantially
in the form of Exhibit C, with appropriate insertions.


 


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


 


“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.


 


“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.


 


“Parent”
is defined in Section 3.7(b).


 


“Perfection
Certificate” is defined in Section 5.1.


 




    	 	-30-	 



     


    

 


“Permitted Acquisition”
means a transaction whereby Borrower merges or consolidates, or permits any of its Subsidiaries to merge or consolidate, with any
other Person, or acquires, or permits any of its Subsidiaries to acquire, all or substantially all of the capital stock or property
of another Person, under all of the following conditions:


 


(a)          the
total aggregate consideration to be paid by Borrower or its Subsidiaries (including the value of Borrower’s or its Subsidiaries’
stock issued by Borrower or its Subsidiaries) in connection therewith in all of the contemplated transactions during the term of
the Agreement does not exceed Fifteen Million Dollars ($15,000,000.00);


 


(b)          the
party or parties being acquired is in the same or a substantially similar line of business as Borrower;


 


(c)          the
transaction shall be accretive to Borrower’s EBITDA on a non-GAAP basis within four (4) quarters;


 


(d)          no
Event of Default has occurred and is continuing or would exist after giving effect to the transaction and Bank has received satisfactory
evidence that Borrower is in compliance with all terms and conditions of this Agreement (and that it will be in compliance after
giving effect to the transaction);


 


(e)          Borrower
provides Bank, at least ten (10) Business Days before the closing of the contemplated transaction, written confirmation, supported
by reasonably detailed calculations, that on a pro forma basis (after giving effect to such transaction) Borrower is projected
to be in compliance with each of the financial covenants in Section 6.7 as of the last day of the month and quarter (as applicable
depending on when such covenants are tested pursuant to Section 6.7) in which such transaction closes;


 


(f)          Borrower
survives such transaction;


 


(g)          no
Indebtedness will be incurred, assumed, or would exist with respect to Borrower or its Subsidiaries as a result of the contemplated
transaction, other than (i) Permitted Indebtedness and (ii) the incurrence of unsecured Indebtedness in connection with Purchase
Money Indebtedness in an aggregate amount (for all such Indebtedness for all such transactions) not to exceed Two Million Dollars
($2,000,000.00), and no Liens will be incurred, assumed, or would exist with respect to the assets of Borrower or its Subsidiaries
as a result of the contemplated transaction, other than Permitted Liens; and


 


(h)          any
Person whose capital stock is acquired or any Subsidiary that acquires assets in such contemplated transaction shall, contemporaneously
with the consummation of the transaction, become a co-borrower or Guarantor (unless otherwise agreed to by Bank in its sole discretion)
hereunder (as determined by Bank in its sole discretion) and shall grant a Lien in all of its assets (other than Intellectual Property)
to Bank, all on documentation acceptable to Bank in its discretion.


 


“Permitted Indebtedness”
is:


 


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


 


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


 


(c)          Subordinated
Debt;


 


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


 


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


 




    	 	-31-	 



     


    

 


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


 


(g)          Indebtedness
owed to any Person with respect to the financing of premiums for property, casualty, liability, or other insurance policy of Borrower
or any of its Subsidiaries, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and
shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness
is outstanding only during such year; and


 


(h)          extensions,
refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (f) 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 which are shown on the Perfection Certificate (but
specifically excluding any future Investments in any Subsidiaries unless otherwise permitted hereunder);


 


(b)          Investments
consisting of Cash Equivalents;


 


(c)          Investments
consisting of travel advances or other loans to employees in the ordinary course of business not exceeding One Hundred Thousand
Dollars ($100,000.00) in the aggregate at any time;


 


(d)          Investments
(including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers or in settlement
of delinquent obligations of or disputes with customers or suppliers arising in the ordinary course of business; and


 


(e)          Investments
in (i) Brightcove UK Ltd, Borrower’s Subsidiary organized under the laws of England and Wales, for the ordinary and necessary
current operating expenses of such Subsidiary in an aggregate amount not to exceed Nine Million Five Hundred Thousand Sterling
(£9,500,000.00) per calendar year, (ii) Brightcove Australia Pty Ltd, Borrower’s Subsidiary organized under the laws
of Australia, for the ordinary and necessary current operating expenses of such Subsidiary in an aggregate amount not to exceed
Two Million Five Hundred Thousand Australian Dollars (AU$2,500,000.00) per calendar year, (iii) Brightcove Singapore Pte. Ltd.,
Borrower’s Subsidiary organized under the laws of Singapore, for the ordinary and necessary current operating expenses of
such Subsidiary in an aggregate amount not to exceed Three Million Singapore Dollars (S$3,000,000.00) per calendar year, (iv) Brightcove
Korea, Borrower’s Subsidiary organized under the laws of South Korea, for the ordinary and necessary current operating expenses
of such Subsidiary in an aggregate amount not to exceed One Million South Korean Won (₩1,000,000.00) per calendar year and
(v) foreign Subsidiaries formed after the Effective Date for the ordinary and necessary current operating expenses of such foreign
Subsidiaries in an aggregate amount (for all such Investments in all such Subsidiaries) not to exceed One Million Dollars ($1,000,000.00)
per calendar year.


 


“Permitted Liens”
are:


 


(a)          Liens
existing on the Effective Date which are 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 Borrower’s 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)          Liens
securing Purchase Money Indebtedness (i) on Equipment acquired or held by Borrower incurred for financing the acquisition of the
Equipment securing no more than Six Million Dollars ($6,000,000.00) in the aggregate amount outstanding, or (ii) existing on Equipment
when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment;


 




    	 	-32-	 



     


    

 


(d)          Leases
or subleases and non-exclusive licenses or sublicenses granted in the ordinary course of Borrower’s business, if the
leases, subleases, licenses and sublicenses permit granting Bank a security interest;


 


(e)          Liens
of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business
so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed One Hundred Thousand
Dollars ($100,000.00) 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;


 


(f)          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);


 


(g)          other
Liens securing obligations in the aggregate amount not to exceed One Hundred Fifty Thousand Dollars ($150,000.00); and


 


(h)          Liens
incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (g), 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.


 


“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, with respect to any day, the “Prime Rate” as quoted in the Wall Street Journal print edition on such
day (or, if such day is not a day on which the Wall Street Journal is published, the immediately preceding day on which
the Wall Street Journal was published).


 


“Prime Rate
Advance” means an Advance that bears interest based at the Prime Rate.


 


“Prime Rate
Margin” is zero percent (0.00%).


 


“Prior Loan
Agreement” is defined in Recital A of this Agreement.


 


“Purchase
Money Indebtedness” is Indebtedness (other than the Obligations, but including capital lease obligations as determined
in accordance with GAAP), incurred at the time of, or within ninety (90) days after, the acquisition, installation, construction,
or improvement of any fixed or capital assets for the purpose of financing all or any part of the acquisition, installation, construction,
or improvement cost thereof; provided, that, any such Indebtedness shall (a) be secured only by the asset acquired in connection
with the incurrence of such Indebtedness, and (b) constitute not less than fifty percent (50.0%) of the aggregate consideration
paid for such asset.


 


“Quick Assets”
is, on any date, Borrower’s consolidated unrestricted and unencumbered cash and net billed accounts receivable as set forth
on Borrower’s most recent consolidated balance sheet delivered to Bank pursuant to Section 6.2(a), determined according to
GAAP.


 


“Registered
Organization” is any “registered organization” as defined in the Code with such additions to such term as
may hereafter be made.


 


“Regulatory
Change” means, with respect to Bank, any change on or after the date of this Agreement in United States federal, state,
or foreign laws or regulations, including Regulation D, or the adoption or making on or after such date of any interpretations,
directives, or requests applying to a class of lenders including Bank, of or under any United States federal or state, or any foreign
laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the
interpretation or administration thereof.


 




    	 	-33-	 



     


    

 


“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.


 


“Reserve Requirement”
means, for any Interest Period, the average maximum rate at which reserves (including any marginal, supplemental, or emergency
reserves) are required to be maintained during such Interest Period under Regulation D against “Eurocurrency liabilities”
(as such term is used in Regulation D) by member banks of the Federal Reserve System. Without limiting the effect of the foregoing,
the Reserve Requirement shall reflect any other reserves required to be maintained by Bank by reason of any Regulatory Change against
(a) any category of liabilities which includes deposits by reference to which the LIBOR Rate is to be determined as provided
in the definition of LIBOR or (b) any category of extensions of credit or other assets which include Advances.


 


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


 


“Restricted
License” is any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits
or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or
any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell
any Collateral.


 


“Revolving
Line” is an aggregate principal amount equal to Twenty Million Dollars ($20,000,000.00).


 


“Revolving
Line Maturity Date” is November 19, 2018.


 


“SEC”
shall mean the Securities and Exchange Commission, any successor thereto, and any analogous Governmental Authority.


 


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


 


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


 


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


 


“Total
Liabilities” is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s
consolidated balance sheet, including all Indebtedness.


 


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


 


“Transfer”
is defined in Section 7.1.


 




    	 	-34-	 



     


    

 


“Unused Revolving
Line Facility Fee” is defined in Section 2.3(b).


 


[Signature page
follows.]


 




    	 	-35-	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed as a sealed instrument under the laws of the Commonwealth of Massachusetts
as of the Effective Date.


 


	BORROWER:	 
	 	 
	BRIGHTCOVE INC.	 
	 	 
	By	/s/ Kevin R. Rhodes	 
	Name: 	Kevin R. Rhodes	 
	Title:	EVP & Chief Financial Officer	 
	 	 	 
	BANK:	 
	 	 
	SILICON VALLEY BANK	 
	 	 
	By	/s/ Sam Subilia	 
	Name:	Sam Subilia	 
	Title:	VP	 


 


	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, certificates of deposit, fixtures,
letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment
property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s
Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions,
attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or
all of the foregoing.


 


Notwithstanding the foregoing,
the Collateral does not include 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.


 




    	 	1	 



     


    

 


EXHIBIT B


 


FORM OF NOTICE OF BORROWING


 


BRIGHTCOVE
INC.


	 	Date:  ______________


 


To:Silicon Valley Bank

3003 Tasman Drive

Santa Clara, CA 95054

Attention: CFD Operations

Email: CFDOperations@svb.com; SSubilia@svb.com


 


 


Re:        Amended
and Restated Loan and Security Agreement dated as of ______________, 2015 (as amended, modified, supplemented or restated from
time to time, the “Loan Agreement”), by and between Brightcove Inc. (“Borrower”), and Silicon
Valley Bank (the “Bank”)


 


Ladies and Gentlemen:


 


The undersigned refers
to the Loan Agreement, the terms defined therein and used herein as so defined, and hereby gives you notice irrevocably, pursuant
to Section 3.4(a) of the Loan Agreement, of the borrowing of an Advance.


 


1.          The
Funding Date, which shall be a Business Day, of the requested borrowing is _______________.


 


2.          The
aggregate amount of the requested Advance is $_____________.


 


3.          The
requested Advance shall consist of $___________ of Prime Rate Advances and $ ______ of LIBOR Advances.


 


4.          The
duration of the Interest Period for the LIBOR Advances included in the requested Advance shall be __________ months.


 


The undersigned hereby
certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Advance before
and after giving effect thereto, and to the application of the proceeds therefrom, as applicable:


 


(a)          all
representations and warranties of Borrower contained in the Loan Agreement are true and correct in all material respects as of
the date hereof; 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 and correct in all material respects as of such date;


 


(b)          no
Event of Default has occurred and is continuing, or would result from such proposed Advance; and


 


(c)          the
requested Advance will not cause the aggregate principal amount of the outstanding Advances to exceed the Revolving Line.


 




    	 	2	 



     


    

 


	Borrower	BRIGHTCOVE INC.
	 	 
	 	By:	 
	 	 	 
	 	Name: 	 
	 	 	 
	 	Title:	 


 


For internal Bank use only


 


	LIBOR Pricing Date	 	LIBOR	 	LIBOR Variance	 	Maturity Date
	 	 	 	 	____%	 	 


 




    	 	3	 



     


    

 


EXHIBIT C


 


FORM OF NOTICE OF CONVERSION/CONTINUATION


 


BRIGHTCOVE
inc.


	 	Date:


 


		To:	Silicon Valley Bank

                                         3003 Tasman Drive

                                         Santa Clara, CA 95054

                                         Attention: CFD Operations

                                         Email: CFDOperations@svb.com; SSubilia@svb.com



 


Re:        Amended
and Restated Loan and Security Agreement dated as of ________ ___, 20____ (as amended, modified, supplemented or restated from
time to time, the “Loan Agreement”), by and between Brightcove Inc.
(“Borrower”), and Silicon Valley Bank (the “Bank”)


 


Ladies and Gentlemen:


 


The undersigned refers
to the Loan Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably,
pursuant to Section 3.5 of the Loan Agreement, of the [conversion] [continuation] of the Advances specified herein, that:


 


1.          The
date of the [conversion] [continuation] is                        ,
20___.


 


2.          The
aggregate amount of the proposed Advances to be [converted] is
$                or [continued] is $                   .


 


3.          The
Advances are to be [converted into] [continued as] [LIBOR] [Prime Rate] Advances.


 


4.          The
duration of the Interest Period for the LIBOR Advances included in the [conversion] [continuation] shall be           
months.


 


The undersigned, on
behalf of Borrower, hereby certifies that the following statements are true on the date hereof, and will be true on the date of
the proposed [conversion] [continuation], before and after giving effect thereto and to the application of the proceeds therefrom:


 


(a)          all
representations and warranties of Borrower stated in the Loan Agreement are true and correct in all material respects as of the
date hereof; 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 and correct in all material respects as of such date;


 


(b)          no
Event of Default has occurred and is continuing, or would result from such proposed [conversion] [continuation]; and


 


(c)          the
requested [conversion] [continuation] will not cause the aggregate principal amount of the outstanding Advances to exceed the Revolving
Line.


 




    	 	1	 



     


    

 


	Borrower	BRIGHTCOVE INC.
	 	 
	 	By:	 
	 	 	 
	 	Name: 	 
	 	 	 
	 	Title:	 


 


For internal Bank use
only


 


	LIBOR Pricing Date	 	LIBOR	 	LIBOR Variance	 	Maturity Date
	 	 	 	 	____%	 	 


 




    	 	2	 



     


    

 


EXHIBIT D


 


COMPLIANCE CERTIFICATE


 


	TO:	SILICON VALLEY BANK	Date: __________________	 
	FROM:  	BRIGHTCOVE INC.	 	 


 


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


 


(1) Borrower is
in 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 and correct in all material respects as of such date; (4) Borrower,
and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign,
federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant
to the terms of Section 5.8 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of
its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification
to Bank.


 


Attached are the required
documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently
applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that
no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of
the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but
not otherwise defined herein shall have the meanings given them in the Agreement.


 


Please indicate compliance
status by circling Yes/No under “Complies” column.


 


	Reporting Covenants	 	Required	 	Complies
	 	 	 	 	 
	Monthly financial statements with Compliance Certificate	 	Monthly within 30 days for the first and second months in a fiscal quarter and 45 days for the third month in a fiscal quarter	 	Yes   No
	10-Q	 	Within 45 days of fiscal quarter end	 	Yes   No
	Annual financial statement (CPA Audited)	 	FYE within 90 days	 	Yes   No
	10-Q, 10-K and 8-K	 	Within 5 days after filing with SEC	 	Yes   No
	Board Approved Projections	 	FYE within 60 days	 	Yes   No


 


	Financial Covenants	 	Required	 	Actual	 	Complies
	 	 	 	 	 	 	 
	Maintain:	 	 	 	 	 	 
	Adjusted Quick Ratio (tested monthly)	 	> 1.25:1.0	 	_____:1.0	 	Yes   No
	Adjusted Non-GAAP Net Income (tested quarterly for the period specified
    in Section 6.7(b))	 	$_______*	 	$_______	 	Yes   No


* As set forth in Section 6.7(b) of this
Agreement


 


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


 




    	 	1	 



     


    

 


Other Matters


  


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


 


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


 





 



 ___________________________________________________


 


	Brightcove Inc.	 	BANK USE ONLY
	 	 	 	 
	By:	 	 	Received by: _____________________
	Name:	 	 	authorized signer
	Title:	 	 	Date:_________________________
	 	 	 	 
	 	 	 	Verified: ________________________
	 	 	 	authorized signer
	 	 	 	Date:_________________________
	 	 	 	 
	 	 	 	Compliance Status:        Yes    No


 




    	 	2	 



     


    

 


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.           Adjusted
Quick Ratio (Section 6.7(a)) – NOTE – below calculation is on a consolidated basis


 


	Required:	1.25:1.00	 
	 	 	 
	Actual:	____:1.00	 


 


	A.	Aggregate value of Borrower’s consolidated unrestricted and unencumbered cash	$______
	 	 	 
	B.	Aggregate value of the consolidated net billed accounts receivable of Borrower as set forth on Borrower’s most recent consolidated balance sheet delivered to Bank pursuant to Section 6.2(a)	$______
	 	 	 
	C.	Quick Assets (the sum of lines A through C)	$______
	 	 	 
	D.	Aggregate value of consolidated Obligations to Bank (year; provided that liability under any open FX Contract shall be measured by the mark-to-market value at risk as of the date of determination)	$______
	 	 	 
	E.	Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness, that mature within one (1) year	$______
	 	 	 
	F.	Current Liabilities (the sum of lines D and E)	$______
	 	 	 
	G.	Aggregate value of all amounts received or invoiced, as appropriate, in advance of performance under contracts and not yet recognized as revenue	$______
	 	 	 
	H.	Line F minus line G	$______
	 	 	 
	I.	Adjusted Quick Ratio (line C divided by line H)	_______


 


Is line I equal to or greater than 1.25:1:00?


 


	 	______ No, not in compliance	______ Yes, in compliance


 




    	 	1	 



     


    

 


II.          Adjusted
Non-GAAP Net Income (Section 6.7(b))


 


		Required:	To be tested as of the last day of each calendar quarter, Adjusted Non-GAAP Net Income of at least
One Dollar ($1.00) for (i) the six-month period ending on June 30, 2015, (ii) the nine-month period ending on September 30, 2015
and (iii) the twelve-month period ending on December 31, 2015 and for the twelve-month period ending on the last day of each calendar
quarter thereafter. Notwithstanding the foregoing, the Adjusted Non-GAAP Net Income covenant shall only be tested for a quarter
to the extent that, during any month in such quarter, the outstanding principal amount of Advances was at least Fifteen Million
Dollars ($15,000,000.00) or more either (1) for five (5) or more consecutive Business Days or (2) on more than two (2) separate
occasions.



 


		Actual:	$__________________



 


“Adjusted Non-GAAP Net Income”
means, as calculated for any period and at any date of determination, the net profit (or loss) of Borrower, plus, to the extent
the same have been deducted in the calculation of the foregoing, (a) stock based compensation expense, (b) if approved by Bank
in writing on a case-by-case basis, merger related expenses, (c) amortization of acquired intangible assets and (d) depreciation.


 


	A.	Net profit (or loss) of Borrower	$______
	 	 	 
	B.	To the extent deducted in the calculation of A	 
	 	 	 
	 	1.    Stock based
    compensation expense and, if approved by Bank in writing on a case-by- case basis, other non-cash expenses and
    charges	$______
	 	 	 
	 	2.    If approved by Bank in writing on a case-by-case basis, cash expenses related to mergers (in addition to Five Hundred Thousand Dollars ($500,000.00) of expenses payable by Borrower in the quarter ending March 31, 2016 and approved by Bank)	$______
	 	 	 
	 	3.    Amortization of acquired intangible assets 	$______
	 	 	 
	 	4.    Depreciation	$______
	 	 	 
	 	 	 
	C.	Adjusted Non-GAAP Net Income (Line A plus the sum of Lines B.1., B.2, B.3 and B.4)	$______


 


Is line C equal to or greater than $______________
(the amount set forth above for the applicable period set forth above)?


 


_______ No, not in compliance


 


_______ Yes, in compliance


 


_______ N/A as covenant need not be tested
for such quarter per Section 6.9(b)


 




    	 	2