EX-10.5



 Exhibit 10.5 
 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 
 THIS AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 18, 2013 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located
at 505 Fifth Avenue, 11th Floor, New York, New York 10017 (“Bank”), and BORDERFREE, INC., f/k/a FIFTYONE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and
Borrower shall repay Bank. This Agreement amends and restates in its entirety that certain Loan and Security Agreement dated as of September 17, 2009, between Borrower and Bank, as amended by that certain First Loan Modification Agreement dated
as of October 27, 2009, between Borrower and Bank, as amended by that certain Second Loan Modification Agreement dated as of January 21, 2010, between Borrower and Bank, as amended by that certain Third Loan Modification Agreement dated as
of October 19, 2010, between Borrower and Bank, as amended by that certain Fourth Loan Modification Agreement dated as of December 8, 2010, between Borrower and Bank, as amended by that certain Fifth Loan Modification Agreement dated as of
May 25, 2011, between Borrower and Bank, as amended by that certain Sixth Loan Modification Agreement dated as of March 29, 2012, between Borrower and Bank, as amended by that certain Seventh Loan Modification Agreement dated as of
June 28, 2012, between Borrower and Bank, as amended by that certain Eighth Loan Modification Agreement dated as of July 30, 2012, between Borrower and Bank, as amended by that certain Ninth Loan Modification Agreement dated as of
November 23, 2012, between Borrower and Bank, and as further amended by that certain Tenth Loan Modification Agreement dated as of March 28, 2013, between Borrower and Bank (the “Prior Agreement”). The parties agree that
the Prior Agreement is hereby superseded and replaced in its entirety by this Agreement, and the parties hereto further agree as follows: 
  

	 	1.	ACCOUNTING AND OTHER TERMS 

 Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Notwithstanding the foregoing, all financial covenant
calculations shall be computed with respect to Borrower only, and not on a consolidated basis. 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. 







 (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 Overadvances. If, at any time, the outstanding principal amount of any Advances exceeds the lesser of either (a) the
Revolving Line or (b) the aggregate of (i) the Borrowing Base, plus (ii) the Non-Formula Amount, Borrower shall immediately pay to Bank in cash the amount of such excess (such excess, the “Overadvance”). Without
limiting Borrower’s obligation to repay Bank any Overadvance, Borrower agrees to pay Bank interest on the outstanding amount of any Overadvance, on demand, at the Default Rate. 

2.3 Payment of Interest on the Credit Extensions. 
 (a) Interest Rate. Subject to Section 2.3(b), the principal amount of any and all Advances outstanding under (A) the Revolving Line and (B) the Non-Formula Amount, shall in each case
accrue interest at a floating per annum rate equal to one percent (1.0%) above the Prime Rate, which interest shall be payable monthly in accordance with Section 2.3(d) below in arrears. 

(b) Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall bear
interest at a rate per annum which is four percent (4.0%) above the rate that is otherwise applicable thereto (the “Default Rate”). Fees and expenses which are required to be paid by Borrow pursuant to the Loan Documents
(including, without limitation, Bank Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate applicable to the Obligations. Payment or acceptance of the increased interest rate provided in this
Section 2.3(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Bank. 

(c) Adjustment to Interest Rate. Changes to the interest rate of any Credit Extension based on changes to the Prime Rate shall be
effective on the effective date of any change to the Prime Rate and to the extent of any such change. 
 (d) Payment;
Interest Computation. Interest is payable monthly on the first calendar day of each month and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after
2:00 p.m. Eastern time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided,
however, that if any Credit Extension is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension. 

  
 - 2 -









 2.4 Fees. Borrower shall pay to Bank: 

(a) Commitment Fee. A fully earned, non-refundable commitment fee of Sixty Thousand Dollars ($60,000.00), on the Effective
Date; 
 (b) Bank Expenses. All Bank Expenses incurred and invoiced to Borrower and/or Guarantor through and after the
Effective Date, when due (or, if no stated due date, upon demand by Bank); and 
 (c) Fees Fully Earned. Unless otherwise
provided in this Agreement or in a separate writing by Bank, Borrower shall not be entitled to any credit, rebate, or repayment of any fees earned by Bank pursuant to this Agreement notwithstanding any termination of this Agreement or the suspension
or termination of Bank’s obligation to make loans and advances hereunder. Bank may deduct amounts owing by Borrower under the clauses of this Section 2.4 pursuant to the terms of Section 2.5(c). Bank shall provide Borrower written
notice of deductions made from the Designated Deposit Account pursuant to the terms of the clauses of this Section 2.4. 

2.5 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 2:00 p.m. Eastern time on the date when due. Payments of principal and/or interest received after 2:00 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. 
 (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 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. 
  

	 	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 dated prior to or as of the Effective Date; 

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

  
 - 3 -









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

(g) a landlord’s consent in favor of Bank for each of Borrower’s leased locations by the respective landlord thereof, together
with the duly executed original signatures thereto; 
 (h) a bailee’s waiver in favor of Bank for each location where
Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; 
 (i) the duly executed original signatures to the Ratification of Guaranty, together with the duly executed original signatures to the completed Borrowing Resolutions for Guarantor; 

(j) the duly executed original signature to the Amendment to Fixed Charge Debenture; 

(k) 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; and 
 (l) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof. 
 3.2 Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent:

 (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; 

  
 - 4 -









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

(c) Bank determines to its reasonable satisfaction that there has not been any material impairment in the general affairs, results of
operation, financial condition or the prospect of repayment of the Obligations when due, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank. 

3.3 Covenant to Deliver. Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a
condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Bank of any such item shall not constitute a waiver by Bank of Borrower’s obligation to deliver such item, and the
making of any Credit Extension in the absence of a required item shall be in Bank’s sole discretion. 
 3.4 Procedures
for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension set forth in this Agreement, to obtain a Credit Extension, Borrower shall notify Bank (which notice shall be irrevocable) by
electronic mail, facsimile, or telephone by 2:00 p.m. Eastern time on the proposed Funding Date of the Credit Extension. Together with any such electronic or facsimile notification, Borrower shall deliver to Bank by electronic mail or facsimile a
completed Payment/Advance Form executed by a Responsible Officer or his or her designee. Bank may rely on any telephone notice given by a person whom Bank reasonably believes is a Responsible Officer or designee. Bank shall credit the Credit
Extensions to the Designated Deposit Account. Bank may make Credit Extensions under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Credit Extensions are necessary to meet
Obligations which have become due. 
  

	 	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. 

  
 - 5 -









 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 (ether than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has
terminated, Bank shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank
Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services,
if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred five
percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest,
fees, and costs due or to become due in connection therewith (as estimated by Bank in its business judgment), to secure all of the Obligations relating to such Letters of Credit. 

4.2 Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and
shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien under this
Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds
thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. 

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


  
 - 6 -










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

The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not
(i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order,
writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration,
or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) conflict with, contravene, constitute a default or
breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could
reasonably be expected to have a material adverse effect on Borrower’s business. 
 5.2 Collateral. Borrower has
good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or
financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give
Bank a perfected security interest therein, pursuant to the term of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. 

  
 - 7 -









 The Collateral is not in the possession of any third party bailee (such as a warehouse)
except as otherwise provided in the Perfection Certificate. Other than mobile Equipment in the possession of Borrower’s employees or agents, none of the components of the Collateral shall be maintained at locations other than as provided in the
Perfection Certificate or as permitted pursuant to Section 7.2. 
 All Inventory is in all material respects of good and
marketable quality, free from material defects. 
 Borrower is the sole owner of the Intellectual Property which it owns or
purports to own except for (a) nonexclusive 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 Accounts Receivable. 
 (a) For any Eligible Account in any
Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Accounts are and shall be true and correct and all such invoices, instruments and other
documents, and all of Borrower’s Books are genuine and in all respects what they purport to bit Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security
interest in such funds and verify the amount of such Eligible Account. 
 (b) All sales and other transactions underlying or
giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose
accounts are Eligible Accounts in any Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such
documents, instruments and agreements are legally enforceable in accordance with their terms. 
 5.4 Litigation. There
are no actions or proceedings pending or, to the knowledge of any Responsible Officer, threatened in writing by or against Borrower or any of its Subsidiaries involving more than, individually or in the aggregate, Two Hundred Thousand
Dollars ($200,000.00). 
 5.5 Financial Statements; Financial Condition. All consolidated financial statements for
Borrower and its Subsidiaries delivered to Bank fairly present in all material 

  
 - 8 -









 
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. 

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

5.7 Regulatory Compliance. Borrower is not an “investment company” or a company “controlled” by an
“investment company” under the Investment Company Act of 1940, as amended. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of
Governors). Borrower (a) has complied in all material respects with all Requirements of Law, and (b) has not violated any Requirements of Law the violation of which could reasonably be expected to have a material adverse effect on its
business. None of Borrower’s or any of its Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting
any hazardous substance other than legally. Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Government Authorities that are
necessary to continue their respective businesses as currently conducted. 
 5.8 Subsidiaries; Investments. Borrower does
not own any stock, partnership, or other ownership interest or other equity securities except for Permitted Investments. 

5.9 Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, and Borrower
has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except (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. 

  
 - 9 -









 5.10 Use of Proceeds. Borrower shall use the proceeds of the Credit Extensions as
working capital and to fund its general business requirements and not for personal, family, household or agricultural purposes. 

5.11 Full Disclosure. No written representation, warranty or other statement of Borrower in any certificate or written statement
given to Bank 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, in light of the circumstances in which they were made, not misleading (it being recognized by Bank that the projections
and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted
results). 
 5.12 Definition of “Knowledge.” For purposes of the Loan Documents, whenever a representation or
warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of any Responsible
Officer. 
  

	 	6.	AFFIRMATIVE COVENANTS 

 Borrower shall do all of the following: 
 6.1 Government Compliance.

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

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

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

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

  
 - 10 -









 (c) Monthly Financial Statements. As soon as available, but no later than
thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to
Bank (the “Monthly Financial Statements”); 
 (d) Monthly Compliance Certificate. Within
thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full
compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request; 

(e) Annual Audited Financial Statements. As soon as available, but no later than one hundred eighty (180) days after the last
day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from PricewaterhouseCoopers LLP or another independent
certified public accounting firm reasonably acceptable to Bank; 
 (f) Other Statements. Within five (5) days of
delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; 
 (g) SEC Filings. In the event that Borrower becomes subject to the reporting requirements under the Exchange Act 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 could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Thousand Dollars ($200,000.00) or more; 

(i) Projections. At least annually, and no later than ten (10) days after Board-approval, and contemporaneously with any
updates thereto, Board-approved projections; and 
 (j) Other Financial Information. Other financial information
reasonably requested by Bank. 
 6.3 Inventory; Returns. Keep all Inventory in good and marketable condition, free from
material defects. Returns and allowances between Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date. Borrower must promptly notify Bank of all returns, recoveries, disputes and
claims that involve more than One Hundred Fifty Thousand Dollars ($150,000.00). 

  
 - 11 -









 6.4 Taxes; Pensions. Timely file, and require each of its Subsidiaries to timely
file, all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower and each of its Subsidiaries, except
for deferred payment of any taxes contested pursuant to the terms of Section 5.9 hereof, and 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 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 Thousand Dollars ($200,000.00) 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, and (b) after the occurrence and
during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Bank, be payable to Bank on account of the Obligations. 
 (c) At Bank’s request,’ Borrower shall deliver certified copies of insurance policies and evidence of all premium payments. Each provider of any such insurance required under this
Section 6.5 shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Bank, that it will give Bank thirty (30) days prior written notice before any such policy or policies shall be
materially altered or canceled. If Borrower fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make all or part of such payment or
obtain such insurance policies required in this Section 6.5, and take any action under the policies Bank deems prudent. 

  
 - 12 -









 6.6 Operating Accounts. 

(a) Maintain its primary and its Subsidiaries’ and its parent’s primary U.S. operating and other deposit accounts and
securities accounts with Bank and Bank’s Affiliates, and maintain with Bank and Bank’s Affiliates all of Borrower’s and its Subsidiaries’ and its parent’s cash in excess of the amount used for Borrower’s current
operations. Notwithstanding the foregoing, Borrower may maintain an account with Bank Leumi (Israel) which may contain no more than Two Million Dollars ($2,000,000.00) in the aggregate at any time. 

(b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any U.S. 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 U.S. 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, subject to periodic reporting as of the last day of each month, unless otherwise noted: 
 (a) Adjusted Quick
Ratio. Commencing with the month ending January 31, 2013, and as of the last day of each month thereafter, an Adjusted Quick Ratio of at least 1.20 to 1.00. 
 (b) Net Income. To be reported as of the last day of each quarter, Net Income of at least (i) ($3,750,000.00) for the quarter ending March 31, 2013, (ii) ($3,000,000.00) for the
quarter ending June 30, 2013, (iii) ($650,000.00) for the quarter ending September 30, 2013, and (iv) $4,250,000.00 for the quarter ending December 31, 2013, and (v) for each quarter thereafter, the Net Income covenant
levels will be mutually agreed upon by Borrower and Bank based upon Borrower’s 2014 Board-approved projections and budget. The failure of Borrower and Bank to mutually agree in writing, on or before February 15, 2014, to any covenant
levels for the period after December 31, 2013, shall result in an immediate Event of Default for which there shall be no grace or cure period. 
 6.8 Protection and Registration of Intellectual Property Rights. 

(a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Bank in
writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business
to be abandoned, forfeited or dedicated to the public without Bank’s written consent. 
 (b) To the extent not already
disclosed in writing to Bank, if Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any 

  
 - 13 -









 
pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, then Borrower shall immediately
provide written notice thereof to Bank and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority
perfected security interest in favor of Bank in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least fifteen (15) days prior
written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual
property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the Copyrights or mask
works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work
application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the
recording of the intellectual property security agreement required for Bank to perfect and maintain a first priority perfected security interest in such property. 
 (c) Provide written notice to Bank within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public).
Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest
in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral
to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents. 
 6.9 Litigation Cooperation. From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and
agents and Borrower’s books and records, to the extent that Bank may reasonably deem them necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

 6.10 Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one (1) Business
Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every
twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s
expense. 
 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. Deliver to Bank, within five (5) days after the same are sent or 

  
 - 14 -









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

 

	 	7.	NEGATIVE COVENANTS 


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

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

7.2 Changes in Business, Management, Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to
engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) if any Key Person ceases to hold such office
with Borrower and replacements satisfactory to Bank are not made within thirty (30) days after such Key Person’s departure from Borrower; or (ii) enter into any transaction or series of related transactions in which the stockholders
of Borrower who were not stockholders immediately prior to the first such transaction own more than forty percent (40%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions
(other than by the sale of Borrower’s equity securities in a public offering or to venture capital or other institutional or strategic investors so long as Borrower identifies to Bank the investors at least seven (7) Business Days prior to
the closing of the transaction and provides to Bank a description of the material terms of the transaction). 
 Borrower shall
not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless each such new offices or business location contains less than Twenty-Five Thousand Dollars
($25,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Ten Thousand Dollars ($10,000.00) 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 Twenty-Five Thousand Dollars ($25,000.00) to a bailee, and Bank and such bailee
are not already parties to a bailee agreement governing both the Collateral and 

  
 - 15 -









 
the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in
form and substance satisfactory to Bank in its reasonable discretion. 
 7.3 Mergers or Acquisitions. Merge or
consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without
limitation, by the formation of any Subsidiary). 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 the Collateral, or assign or convey any right to receive
income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein, or enter into any agreement,
document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security
interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein. 

7.6 Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.6(b) hereof

 7.7 Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or
purchase any capital stock, provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay
dividends solely in common stock, and (iii) Borrower may repurchase the stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not
exist after giving effect to such repurchase, provided such repurchase does not exceed in the aggregate of Two Hundred Thousand Dollars ($200,000.00) 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 that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated
Person. 
 7.9 Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt, except under the terms of
the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof, provide for earlier
or greater principal, interest, or other payments thereon, or adversely affect the subordination thereof to Obligations owed to Bank. 

  
 - 16 -









 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); 

8.2 Covenant Default. 
 (a) Borrower fails or neglects to perform any obligation in Sections 6.2, 6.4, 6.5, 6.6, 6.7, or 6.8(c), or violates any covenant in Section 7; or 

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

  
 - 17 -









 8.3 Material Adverse Change. A Material Adverse Change occurs; 

8.4 Attachment; Levy; Restraint on Business. 
 (a) (i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any entity under the control of Borrower (including a Subsidiary), or (ii) a notice
of lien or levy is filed against any of Borrower’s assets by any Governmental Authority, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether
through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; or 
 (b) (i) any material portion of Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents
Borrower from conducting all or any material part of its business; 
 8.5 Insolvency. (a) Borrower 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 net exercised, to accelerate the maturity of any Indebtedness in an amount individually or in the aggregate in excess of Two Hundred Thousand
Dollars ($200,000.00); 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 Thousand Dollars ($200,000.00) (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;


  
 - 18 -









 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 (other than termination, discharge or release by Bank) 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, 8.7, or 8.8 occurs with respect to any Guarantor, (d) the 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, 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 of such Governmental Approval or that
could result in the Governmental Authority taking any of the actions described in clause (a) above, and such decision or such revocation, rescission, suspension, modification or nonrenewal causes, or could reasonably be expected to cause, a
Material Adverse Change. 
  

	 	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; 

  
 - 19 -









 (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; 

(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 at any location that is reasonably convenient to Bank and Borrower. Bank may enter premises where the Collateral is located, take and
maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Bank a license to enter and occupy
any of its premises, without charge 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) any amount held by Bank owing to or for the credit or the account of Borrower; 
 (h) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right to
use, without charge, Borrower’s labels, Patents, Copyrights, mask works, rights of use of any name, trade secrets, trade names, Trademarks, and advertising matter, or any similar property as it pertains to the Collateral, in completing
production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s benefit;

 (i) place a “hold” on any account maintained with Bank and/or deliver a notice of exclusive control, any
entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; 
 (j) demand and receive possession of Borrower’s Books; and 
 (k) exercise all
rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof). 

9.2 Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence
and during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks or other forms of payment or security; (b) sign Borrower’s name on any invoice or bill of lading for any Account or drafts against
Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and


  
 - 20 -









 
adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any
judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to
sign Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity
obligations) have been satisfied in full and Bank is under no further obligation to make Credit Extensions hereunder. Bank’s foregoing appointment as Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled with an
interest, are irrevocable until all Obligations have been fully repaid and performed and Bank’s obligation to provide Credit Extensions terminates. 
 9.3 Protective Payments. If Borrower fails to obtain the insurance called for by Section 6.5 or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to
pay under this Agreement or any other Loan Document or which may be required to preserve the Collateral, Bank may obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing
interest at the then highest rate applicable to the Obligations, and secured by the Collateral. Bank will make reasonable efforts to provide Borrower with notice of Bank obtaining such insurance at the time it is obtained or within a reasonable time
thereafter. No payments by Bank are deemed an agreement to make similar payments in the future or Bank’s waiver of any Event of Default. 
 9.4 Application of Payments and Proceeds Upon Default. If an Event of Default has occurred and is continuing, Bank shall have the right to apply in any order any funds in its possession, whether
from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations. Bank shall pay any surplus to Borrower by credit to the Designated
Deposit Account or to other Persons legally entitled thereto; Borrower shall remain liable to Bank for any deficiency. If Bank, directly or indirectly, enters into a deferred payment or other credit transaction with any purchaser at any sale of
Collateral pursuant to Section 9.1, 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 

  
 - 21 -









 
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. 
  

					
	If to Borrower:	  	Borderfree, Inc., f/k/a FiftyOne, Inc.
		  	292 Madison Avenue, 5th Floor
		  	New York, New York 10017
		  	Attn:	  	Michael DeSimone
		  	Fax:	  	(212) 244-3691
		  	Email:	  	michael.desimone@e4x.com
		
	with a copy to:	  	Goodwin Procter LLP
		  	53 State Street
		  	Boston, Massachusetts 02109
		  	Attn:	  	Mark D. Smith, Esquire
		  	Fax:	  	(617) 523-1231
		  	Email:	  	marksmith@goodwinprocter.com
		
	If to Bank:	  	Silicon Valley Bank
		  	505 Fifth Avenue, 11th Floor
		  	New York, New York 10017
		  	Attn:	  	Ms. Bonnie Ryan
		  	Fax:	  	(212) 688-5994
		  	Email:	  	bryan@svb.com


  
 - 22 -










					
		
	with a copy to:	  	Riemer & Braunstein LLP
		  	Three Center Plaza
		  	Boston, Massachusetts 02108
		  	Attn:	  	David A. Ephraim, Esquire
		  	Fax:	  	(617) 692-3455
		  	Email:	  	DEphraim@riemerlaw.com

  

	 	11.	CHOICE OF LAW, VENUE, AND JURY TRIAL WAIVER 

 New York 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 New York, New York;
provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to
enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon
lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints,
and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by
Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper
postage prepaid. 
 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH
PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. 
 This Section 11 shall
survive the termination of this Agreement. 
  

	 	12.	GENERAL PROVISIONS 


12.1 Termination Prior to Revolving Line Maturity Date; Survival. All covenants, representations and warranties made in this
Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations have been satisfied. So long as Borrower has satisfied the Obligations (other than inchoate indemnity obligations, and any other
obligations which, by their terms, are to survive the terminations 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 

  
 - 23 -









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

12.3 Indemnification. 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. 

  
 - 24 -









 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
Obligation 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


  
 - 25 -









 
paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the Uniform Electronic
Transactions Act. 
 12.12 Captions. The headings used in this Agreement are for convenience only and shall not affect
the interpretation of this Agreement. 
 12.13 Construction of Agreement. The parties mutually acknowledge that they and
their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist. 

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

12.15 Third Parties. Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights
or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; (b) relieve or discharge the obligation or liability of any person not an express party
to this Agreement; or (c) give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement. 
 12.16 Ratification of Intellectual Property Security Agreement. Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of the IP Agreement, and acknowledges,
confirms and agrees that “Loan Agreement” as defined therein includes this Agreement. The IP Agreement contains an accurate and complete listing of all Intellectual Property Collateral as defined in said IP Agreement, shall remain in full
force and effect, and secures the Obligations. Guarantor hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of the Israeli Subsidiary IP Agreement, and acknowledges, confirms and agrees that “Loan
Agreement” as defined therein includes this Agreement. The Israeli Subsidiary IP Agreement contains an accurate and complete listing of all Intellectual Property Collateral as defined in said Israeli Subsidiary IP Agreement, shall remain in
full force and effect, and secures the Obligations. 
  

	 	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. 

  
 - 26 -









 “Account Debtor” is any “account debtor” as defined in the Code
with such additions to such term as may hereafter be made. 
 “Advance” or “Advances” means a
revolving credit loan (or revolving credit loans) under the Revolving Line. 
 “Adjusted Quick Ratio” is the
ratio of (a) Quick Assets to (b) Current Liabilities minus the current portion of Deferred Revenue. 

“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 Credit Extension request, on behalf of Borrower. 
 “Availability Amount” is
(a) the lesser of (i) the Revolving Line or (ii) the aggregate amount of (y) the amount available under the Borrowing Base, plus (z) the Non-Formula Amount, minus (b) the outstanding principal balance of any Advances.

 “Bank” is defined in the preamble hereof. 

“Bank Entities” is defined in Section 12.9. 

“Bank Expenses” are all documented audit fees and expenses, 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 or any Guarantor. 
 “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” means Borrower’s board of directors. 

“Borrower” is defined in the preamble hereof. 

  
 - 27 -









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

 “Borrowing Base” is (a) eighty percent (80%) of Eligible Accounts, as determined by Bank from
Borrower’s most recent Borrowing Base Certificate, plus (b) provided that at all times Borrower maintains unrestricted cash with Bank in an aggregate amount in excess of the amount of all Obligations, seventy-five percent (75%) of
Borrower’s Credit Card Receivables; provided, however, that Bank has the right to decrease the foregoing percentages in its good faith business judgment to mitigate the impact of events, conditions, contingencies, or risks which may adversely
affect the Collateral or its value. 
 “Borrowing Base Certificate” is that certain certificate in the form
attached hereto as Exhibit B. 
 “Borrowing Base Report” is defined in Section 6.2(a).

 “Borrowing Resolutions” are, with respect to any Person, those resolutions 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 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 a day on which Bank is closed, 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 or unconditionally guaranteed by the United
States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from
either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.; and (c) Bank’s certificates of deposit issued maturing no more than one (1) year after issue. 

“Claims” is defined in Section 12.3. 

  
 - 28 -









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

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

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

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

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

  
 - 29 -









 “Credit Card Receivables” means all receivables of Borrower outstanding for
less than thirty (30) days that consist of credit card payments from customers, less all offsets, reserves, and other deductions determined by Bank in Bank’s sole and absolute discretion. 

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

 “Current Liabilities” are all Obligations and liabilities of Borrower to Bank, plus, without duplication,
the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year, including all obligations of Borrower to Bank pursuant to any Bank Services Agreement, excluding in each case the current portion of Borrower’s
liabilities with respect to the Warrant. 
 “Debenture” means, collectively, those certain debentures of a
floating charge and a fixed charge, each entered into on July 30, 2012, by and between Bank and Israeli Subsidiary to secure certain assets of Israeli Subsidiary with respect to the Obligations hereunder and the obligations of Israeli
Subsidiary arising under the Loan Documents, each as amended, modified, restated, replaced or supplemented from time to time. 

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

“Deferred Revenue” is all amounts received or invoiced in advance of performance under contracts and not yet recognized
as revenue. 
 “Deposit Account” is any “deposit account” as defined in the Code with such additions
to such term as may hereafter be made. 
 “Designated Deposit Account” is the multicurrency account denominated
in Dollars, account number             , 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. 
 “Effective Date” is defined in
the preamble hereof. 
 “Eligible Accounts” means Accounts which arise in the ordinary course of
Borrower’s business that meet all Borrower’s representations and warranties in Section 5.3. Bank reserves the right at any time after the Effective Date to adjust any of the criteria set forth below and to establish new criteria in
its good faith business judgment. Unless Bank otherwise agrees in writing, Eligible Accounts shall not include: 
 (a) Accounts
for which the Account Debtor is Borrower’s Affiliate, officer, employee, or agent; 

  
 - 30 -









 (b) Accounts that the Account Debtor has not paid within ninety (90) days of invoice
date regardless of invoice payment period terms; 
 (c) Accounts with credit balances over ninety (90) days from invoice
date; 
 (d) Accounts owing from an Account Debtor if fifty percent (50%) or more of the Accounts owing from such Account
Debtor have not been paid within ninety (90) days of invoice date; 
 (e) Accounts owing from an Account Debtor which does
not have its principal place of business in the United States; 
 (f) Accounts billed from and/or payable to Borrower outside of
the United States (sometimes called foreign invoiced accounts); 
 (g) Accounts owing from an Account Debtor to the extent that
Borrower is indebted or obligated in any manner to the Account Debtor (as creditor, lessor, supplier or otherwise - sometimes called “contra” accounts, accounts payable, customer deposits or credit accounts); 

(h) Accounts owing from an Account Debtor which is a United States government entity or any department, agency, or instrumentality
thereof unless Borrower has assigned its payment rights to Bank and the assignment has been acknowledged under the Federal Assignment of Claims Act of 1940, as amended; 
 (i) Accounts for demonstration or promotional equipment, or in which goods are consigned, or sold on a “sale guaranteed”, “sale or return”, “sale on approval”, or other terms
if Account Debtor’s payment may be conditional; 
 (j) Accounts owing from an Account Debtor where goods or services have
not yet been rendered to the Account Debtor (sometimes called memo billings or pre-billings); 
 (k) Accounts subject to
contractual arrangements between Borrower and an Account Debtor where payments shall be scheduled or due according to completion or fulfillment requirements where the Account Debtor has a right of offset for damages suffered as a result of
Borrower’s failure to perform in accordance with the contract (sometimes called contracts accounts receivable, progress billings, milestone billings, or fulfillment contracts); 

(l) Accounts owing from an Account Debtor the amount of which may be subject withholding based on the Account Debtor’s satisfaction
of Borrower’s complete performance (but only to the extent of the amount withheld; sometimes called retainage billings); 

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

  
 - 31 -









 (n) Accounts owing from an Account Debtor that has been invoiced for goods that have not
been shipped to the Account Debtor unless Bank, Borrower, and the Account Debtor have entered into an agreement acceptable to Bank wherein the Account Debtor acknowledges that (i) it has title to and has ownership of the goods wherever located,
(ii) a bona fide sale of the goods has occurred, and (iii) it owes payment for such goods in accordance with invoices from Borrower (sometimes called “bill and hold” accounts); 

(o) Accounts for which the Account Debtor has not been invoiced; 

(p) Accounts that represent non-trade receivables or that are derived by means other than in the ordinary course of Borrower’s
business; 
 (q) Accounts for which Borrower has permitted Account Debtor’s payment to extend beyond 90 days; 

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

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

 (t) Accounts in which the Account Debtor disputes liability or makes any claim (but only up to the disputed or claimed
amount), or if the Account Debtor is subject to an Insolvency Proceeding, or becomes insolvent, or goes out of business; 
 (u)
Accounts owing from an Account Debtor with respect to which Borrower has received Deferred Revenue (but only to the extent of such Deferred Revenue); 
 (v) Accounts owing from an Account Debtor, whose total obligations to Borrower exceed twenty-five percent (25%) of all Accounts, for the amounts that exceed that percentage, unless Bank approves in
writing; and 
 (w) Accounts for which Bank in its good faith business judgment determines collection to be doubtful, including,
without limitation, accounts represented by “refreshed” or “recycled” invoices. 

“Equipment” is all “equipment” as defined in the Code with such additions to such term as may hereafter be
made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing. 
 “ERISA” is the Employee Retirement Income Security Act of 1974, and its regulations. 
 “Event of Default” is defined in Section 8. 

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

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

  
 - 32 -









 “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, including,
without limitation, Israeli Subsidiary. 
 “Guaranty” is that certain Unconditional Guaranty dated as of
July 30, 2012, executed by Israeli Subsidiary in favor of Bank. 
 “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.


  
 - 33 -









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

(b) any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how,
operating manuals; 
 (c) any and all source code; 
 (d) any and all design rights which may be available to such Person; 
 (e) any and
all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified
above; and 
 (f) all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents. 

“Inventory” is all “inventory” as defined in the Code in effect on the date hereof with such additions to such
term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out
of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above. 
 “Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or other securities), and any loan, advance or capital contribution to any Person.

 “IP Agreement” is that certain Intellectual Property Security Agreement executed and delivered by Borrower
to Bank dated as of September 17, 2009, as amended. 
 “Israeli Subsidiary” is FiftyOne Research and
Development, Ltd. 
 “Israeli Subsidiary IP Agreement” is that certain Amended and Restated Intellectual
Property Security Agreement executed and delivered by Israeli Subsidiary to Bank dated as of July 30, 2012, as amended. 

“Key Person” is Borrower’s Chief Executive Officer (who is, as of the Effective Date, Michael DeSimone).

 “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. 

  
 - 34 -









 “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 Warrant, the Perfection
Certificate, the IP Agreement, the Israeli Subsidiary IP Agreement, any Bank Services Agreement, any subordination agreement, any note, or notes or guaranties executed by Borrower or any Guarantor including the Debenture and the Guaranty, 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 when due; 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(c). 
 “Net Income” means, as calculated for Borrower for any period as at any date
of determination, the net profit (or loss), after provision for taxes and tax-related distributions permitted hereunder, but excluding non-cash expenses relating to (a) employee stock compensation agreements or (b) the Warrant, of Borrower
for such period taken as a single accounting period. 
 “Non-Formula Amount” is an Advance or Advances under
the Revolving Line, made: (i) on or after November 15, 2013, but on or prior to January 15, 2014, of up to Six Million Dollars ($6,000,000.00), provided that Borrower provides Bank with evidence acceptable to Bank in Bank’s
sole and absolute discretion that Borrower is and shall be in compliance with the financial covenants set forth in Section 6.7 both prior to and after the date on which such Advance request is made, and (ii) after January 15, 2014, of
up to Zero Dollars ($0.00). 
 “Obligations” are Borrower’s obligations to pay when due any debts,
principal, interest, fees, Bank Expenses, and other amounts Borrower owes Bank now or later, whether under this Agreement, the other Loan Documents (other than the Warrant), or otherwise, including, without limitation, any interest accruing after
Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower’s duties under the Loan Documents (other than the Warrant). 

“Operating Documents” are, for any Person, such Person’s formation documents, as certified by the Secretary of
State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form,
(b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all
current amendments or modifications thereto. 

  
 - 35 -









 “Overadvance” is defined in Section 2.2. 

“Patents” means all patents, patent applications and like protections including without limitation improvements,
divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same. 
 “Payment/Advance
Form” is that certain form attached hereto as Exhibit D. 
 “Perfection Certificate” is
defined in Section 5.1. 
 “Permitted Indebtedness” is: 

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

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

(c) Subordinated Debt, 
 (d) unsecured Indebtedness to trade creditors incurred in the ordinary course of business; 
 (e) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business; 
 (f) Indebtedness secured by Liens permitted under clauses (a) and (c) of the definition of “Permitted Liens” hereunder; and 

(g) 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 and shown on the Perfection Certificate; 

(b) Investments consisting of Cash Equivalents; 
 (c) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of Borrower; 

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

  
 - 36 -









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

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

(h) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are
not Affiliates, in the ordinary course of business; provided that this paragraph (h) shall not apply to Investments of Borrower in any Subsidiary; and 
 (i) Investments (i) by Borrower in Israeli Subsidiary, and (ii) by Borrower in FiftyOne Canada, Inc. and FiftyOne China, Co., Ltd., in an aggregate amount not exceeding Two Million Five Hundred
Thousand Dollars ($2,500,000.00) per year. 
 “Permitted Liens” are: 

(a) Liens existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement and the other Loan
Documents; 
 (b) Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable
or (ii) being contested in good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations adopted thereunder; 
 (c) purchase money Liens (i) on Equipment acquired or held by Borrower incurred for
financing the acquisition of the Equipment securing no more than One Hundred Thousand Dollars ($100,000.00) 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; 
 (d) Liens of carriers, warehousemen, suppliers, or other Persons that are
possessory in nature arising in the ordinary course of business so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed Fifty Thousand Dollars ($50,000.00) 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; 

  
 - 37 -









 (e) Liens to secure payment of workers’ compensation, employment insurance, old-age
pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA); 
 (f) Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (e), but any extension, renewal or replacement Lien must be limited to
the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase; 
 (g) leases or
subleases of real property granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of
personal property (other than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and
sublicenses do not prohibit granting Bank a security interest therein; 
 (h) non-exclusive license of Intellectual Property
granted to third parties in the ordinary course of business; 
 (i) Liens arising from attachments or judgments, orders, or
decrees in circumstances not constituting an Event of Default under Sections 8.4 and 8.7; and 
 (j) Liens in favor of
other financial institutions arising in connection with Borrower’s deposit and/or securities accounts held at such institutions, provided that Bank has a first priority perfected security interest in the amounts held in such deposit and/or
securities accounts; and 
 (k) Liens on Israeli Subsidiary’s account no. 03830090 in favor of Bank Leumi, securing
bank guarantees issued by Bank Leumi with reimbursement obligations not to exceed an aggregate amount of Nine Hundred Thousand Shekels (NIS 900,000) at any time. 
 “Person” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution,
public benefit corporation, firm, joint stock company, estate, entity or government agency. 
 “Prime Rate” is
the greater of (a) four percent (4.0%), and (b) is Bank’s most recently announced “prime rate,” even if it is not the lowest rate of interest charged by Bank in connection with extensions of credit to debtors.

 “Quick Assets” is, on any date, Borrower’s (a) unrestricted cash, plus (b) net billed
accounts receivable, determined according to GAAP, plus (c) funds held on deposit at American Express. 

“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 

  
 - 38 -









 
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. 

“Requirement of Law” is as to any Person, the organizational or governing documents of such Person, and any law
(statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its
property is subject. 
 “Responsible Officer” is any of the Chief Executive Officer, President, Chief Financial
Officer and Controller of Borrower. 
 “Restricted License” is any material license or other agreement with
respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under
or termination of could interfere with the Bank’s right to sell any Collateral. 
 “Revolving Line” is an
aggregate principal amount equal to Twelve Million Dollars ($12,000,000.00), plus the Non-Formula Amount. 

“Revolving Line Maturity Date” is April 26, 2014. 

“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 and current
portion of Subordinated Debt permitted by Bank to be paid by Borrower, but excluding all other Subordinated Debt. 

  
 - 39 -









 “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. 

“Warrant” is (i) that certain Warrant to Purchase Stock dated as of September 17, 2009 executed by Borrower in
favor of Bank, and (ii) that certain Warrant to Purchase Stock dated as of March 29, 2012 executed by Borrower in favor of Bank. 
 [Signature page follows.] 

  
 - 40 -









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

			
	BORROWER:
	
	BORDERFREE, INC., f/k/a FIFTYONE, INC.
		
	By:	 	 /s/ Michael DeSimone

	Name:	 	Michael DeSimone
	Title:	 	CEO
	
	BANK:
	
	SILICON VALLEY BANK
		
	By:	 	 /s/ Melissa Stepanis

	Name:	 	 Melissa Stepanis

	Title:	 	 Managing Director



  
 Signature
Page to Loan and Security Agreement 








 EXHIBIT A – COLLATERAL DESCRIPTION 

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

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases,
license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, all 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. 

  
 1 








 EXHIBIT B – BORROWING BASE CERTIFICATE 

Borrower: BORDERFREE, INC., f/k/a FIFTYONE, INC 

Lender: SILICON VALLEY BANK 
 Commitment Amount:
$12,000,000.00 
  

							
	 ACCOUNTS RECEIVABLE
	   

	 1
	  	 Accounts Receivable (invoiced) Book Value as of
	  	$	            	  
	 2
	  	 Additions (Please explain on next page)
	  	$	            	  
	 3
	  	 Less: Intercompany / Employee / Non-Trade Accounts
	  	$	            	  
	 4
	  	 NET TRADE ACCOUNTS RECEIVABLE
	  	$	            	  
	
	 ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
	   

	 5
	  	 90 Days Past Invoice Date
	  	$	            	  
	 6
	  	 Credit Balances over 90 Days
	  	$	            	  
	 7
	  	 Balance of 50% over 90 Day Accounts (Cross-Age or Current Affected)
	  	$	            	  
	 8
	  	 Foreign Account Debtor Accounts
	  	$	            	  
	 9
	  	 Foreign Invoiced and/or Collected Accounts
	  	$	            	  
	 10
	  	 Contra / Customer Deposit Accounts
	  	$	            	  
	 11
	  	 U.S. Government Accounts
	  	$	            	  
	 12
	  	 Promotion or Demo Accounts; Guaranteed Sale or Consignment Sale Accounts
	  	$	            	  
	 13
	  	 Accounts with Memo or Pre-Billings
	  	$	            	  
	 14
	  	 Contract Accounts; Accounts with Progress / Milestone Billings
	  	$	            	  
	 15
	  	 Accounts for Retainage Billings
	  	$	            	  
	 16
	  	 Trust / Bonded Accounts
	  	$	            	  
	 17
	  	 Bill and Hold Accounts
	  	$	            	  
	 18
	  	 Unbilled Accounts
	  	$	            	  
	 19
	  	 Non-Trade Accounts (If not already deducted above.)
	  	$	            	  
	 20
	  	 Accounts with Extended Term Invoices (Net 90+)
	  	$	            	  
	 21
	  	 Chargebacks Accounts / Debit Memos
	  	$	            	  
	 22
	  	 Product Returns / Exchanges
	  	$	            	  
	 23
	  	 Disputed Accounts; Insolvent Account Debtor Accounts
	  	$	            	  
	 24
	  	 Deferred Revenue, if applicable / Other (Please explain on next page)
	  	$	            	  
	 25
	  	 Concentration Limits
	  	$	            	  
	 26
	  	 TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS
	  	$	            	  
			
	 27
	  	 Eligible Accounts (#4 minus #26)
	  	$	            	  
	 28
	  	 ELIGIBLE AMOUNT OF ACCOUNTS (80% of #27)
	  	$	            	  
			
	 29
	  	 75% OF Borrower’s Credit Card Receivables (if eligible under the Loan Agreement)
	  	$	            	  
			
	 30
	  	 Non-Formula Amount
	  	$	6,000,000.00	  
	
	 BALANCES
	   

	 31
	  	 Maximum Loan Amount
	  	$	2,000.000.00	  
	 32
	  	 Total Funds Available (Lesser of #31 or (#28 plus #29 and #30))
	  	$	            	  
	 33
	  	 Present balance owing on Line of Credit
	  	$	            	  
	 34
	  	 RESERVE POSITION (#32 minus #33)
	  	$	            	  

 [Continued on following page.] 

  
 1 








 Explanatory comments from previous page: 

 
  
  

 
  

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

 

 



			
	COMMENTS:
	
	BORDERFREE, INC., f/k/a FIFTYONE, INC.
		  	
	By:	  	  

		  	Authorized Signer


			
	Date:	  	  


 


					
	BANK USE ONLY	 	
	Received by:	 	  
	 	


					
		 	AUTHORIZED SIGNER	 	
	Date:	 	  
	 	


					
	Verified:	 	  
	 	
		 	AUTHORIZED SIGNER	 	


					
	Date:	 	  
	 	


					
	Compliance Status:	  	Yes                    No	 	

 
 


  
 2 








 EXHIBIT E 

COMPLIANCE CERTIFICATE 
  

					
	TO:	 	SILICON VALLEY BANK	  	Date:                    
	FROM:	 	BORDERFREE, INC., f/k/a FIFTYONE, INC.	  	

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

					
	 Reporting Covenants
	  	 Required
	 	 Complies

	Monthly financial statements with Compliance Certificate	  	Monthly within 30 days	 	Yes No
			
	Annual financial statement (CPA Audited)	  	FYE within 180 days	 	Yes No
			
	10-Q, 10-K and 8-K	  	Within 5 days after filing with SEC	 	Yes No
			
	Borrowing Base Certificate and A/R & A/P Agings	  	Monthly within 30 days	 	Yes No
			
	Board-approved Projections	  	Annually, within 10 days of approval and contemporaneously thereto	 	Yes No


  
 1 









	
	  

	The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if registrations, state “None”)
	  

	  


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

 
  

 



			
	BORDERFREE, INC., f/k/a FIFTYONE, INC.
	     
	By:	 	  



			
	Name:	 	  



			
	Date:	 	  


 


			
	BANK USE ONLY
	Received by:	 	  

		 	AUTHORIZED SIGNER


			
	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)) 

  

			
	Required:	  	1.20:1.00
		
	Actual:	  	       :1.00

  

							
	 A.
	  	Aggregate value of the unrestricted cash of Borrower	  	$	            	  
	 B.
	  	Aggregate value of the net billed accounts receivable of Borrower	  	$	            	  
	 C.
	  	Aggregate value of funds of Borrower held on deposit at American Express	  	$	            	  
	 D.
	  	Quick Assets (the sum of lines A through C)	  	$	            	  
	 E.
	  	Aggregate value of Obligations to Bank (excluding the current portion of Borrower’s liabilities with respect to the Warrant)	  	$	            	  
	 F.
	  	Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness and current portion
of Subordinated Debt permitted by Bank to be paid by Borrower, but excluding all other Subordinated Debt, and not otherwise reflected in line E above, that mature within one (1) year, including all obligations of Borrower to Bank pursuant to
any Bank Services Agreement (excluding the current portion of Borrower’s liabilities with respect to the Warrant)	  	$	            	  
	 G.
	  	Current Liabilities (the sum of lines E and F)	  	$	            	  
	 H.
	  	Aggregate value of all amounts received or invoiced by Borrower in advance of performance under contracts and not yet recognized as revenue	  	$	            	  
	 I.
	  	Line G minus line H	  	$	            	  
	 J.
	  	Adjusted Quick Ratio (line D divided by line I)	  	 	             	  

 Is line J equal to or greater than 1.20:1:00? 

 

			
	         No, not in compliance	 	         Yes, in compliance


  
 1 









	II.	Net Income (Section 6.7(b)) 

  

			
	Required:	  	(i) ($3,750,000.00) for the quarter ending March 31, 2013, (ii) ($3,000,000.00) for the quarter ending June 30, 2013, (iii) ($650,000.00) for the quarter
ending September 30, 2013, and (iv) $4,250,000.00 for the quarter ending December 31, 2013, and (v) for each quarter thereafter, the Net Income covenant levels will be mutually agreed upon by Borrower and Bank based upon
Borrower’s 2014 Board-approved projections and budget. The failure of Borrower and Bank to mutually agree in writing, on or before February 15, 2014, to any covenant levels for the period after December 31, 2013, shall result in an
immediate Event of Default for which there shall be no grace or cure period.
		
	Actual:	  	$        


 

			
	         No, not in compliance	  	         Yes, in compliance


  
 2 








 EXHIBIT D – LOAN PAYMENT/ADVANCE REQUEST FORM 

DEADLINE FOR SAME DAY PROCESSING IS 2:00 P.M.
EASTERN TIME 
  

			
	Fax To:	 	Date:                  

  

									
	LOAN PAYMENT:	 	BORDERFREE, INC., f/k/a FIFTYONE,
INC.                                  
	 				 
	From Account #	 	  
	 	         	 	To Account #	 	  

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

	Authorized Signature:	 	  
	 		 	Phone Number:	 	  

	Print Name/Title:	 	  
	 		 		 	 
	 	 	 	 	 	 	 	 	 

  

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

	From Account #	 	  
	 	         	 	To Account #	 	  

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

	Authorized Signature:	 	  
	 		 	Phone Number:	 	  

	Print Name/Title:	 	  
	 		 		 	 
	 	 	 	 	 	 	 	 	 

  

									
	OUTGOING WIRE
REQUEST:
	Complete only if all or a portion of funds from the loan
advance above is to be wired.
	 Deadline for same
day processing is 2:00 p.m. Eastern Time
  

	Beneficiary Name:	 	  
	 	         	 	Amount of Wire: $	 	  

	Beneficiary Bank:	 	  
	 		 	Account Number:	 	  

	City and State:	 	  
	 		 		 	 


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

	 	 		 		 	  (For International Wire Only)	 	 


									
	Intermediary Bank:	 	  
	 	         	 	Transit (ABA) #:	 	
 



									
	For Further Credit to:	 	  

	Special Instruction:	 	  

	  

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

 



									
	Authorized Signature:	 	  
	 	         	 	2nd Signature (if required):	 	  

	Print Name/Title:	 	  
	 		 	Print Name/Title:	 	  

	 Telephone #:

 
	 	  
	 	 	 	Telephone #:	 	
 



  
 1