EX-10.30





 Exhibit 10.30 

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 1, 2017 (the
“Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and FASTLY, 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, and replaces, the terms of (and obligations outstanding under) that certain Amended and Restated Loan and Security Agreement between Borrower and Bank dated
as of November 21 2014, as amended by that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of August 11, 2016, between Borrower and Bank, as amended by that certain Second Amendment to Amended and
Restated Loan and Security Agreement dated as of February 8, 2017, between Borrower and Bank, and as further amended by that certain Third Amendment to Amended and Restated Loan and Security Agreement dated as of March 6, 2017, between
Borrower and Bank (as amended, the “Prior Loan Agreement”), in its entirety. The parties agree that the Prior Loan Agreement is hereby superseded and replaced in its entirety by this Agreement, and the parties agree as follows: 

 

	 	1	 ACCOUNTING AND OTHER TERMS 



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

	 	2	 LOAN AND TERMS OF PAYMENT 



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

(a) Availability. Subject to the terms and conditions of this Agreement, upon Borrower’s request, Bank shall make one (1) term
loan advance (the “Term A Loan Advance”) to Borrower on the Effective Date in an original principal amount not to exceed Thirty Million Dollars ($30,000,000.00), provided that all or a portion of the proceeds of the Term A Loan
Advance shall be used to repay in full Borrower’s outstanding obligations and liabilities to Bank with respect to the “2014 Equipment Advances” (as defined in the Prior Loan Agreement). Borrower hereby authorizes Bank to apply such
proceeds to such obligations and liabilities as part of the funding process without actually depositing such funds into an account of Borrower. Subject to the terms and conditions of this Agreement, during the Draw Period, upon Borrower’s
request, Bank shall make up to three (3) term loan advances available to Borrower (each a “Term B Loan Advance” and collectively, the “Term Loan B Advances”) in an aggregate original principal amount not
to exceed the Term B Loan Amount. The Term A Loan Advance and the Term B Loan Advances are hereinafter referred to singly as a “Term Loan Advance” and collectively as the “Term Loan Advances”. Each Term Loan Advance
must be in an amount equal to at least Two Million Dollars ($2,000,000.00). The aggregate original principal amount of all Term Loan Advances shall not exceed Thirty Million Dollars ($30,000,000.00). After repayment, no Term Loan Advance (or any
portion thereof) may be reborrowed. 
 (b) Interest Payments. With respect to each Term Loan Advance, commencing on the first (1st) Payment Date following the Funding Date of such Term Loan Advance, and continuing on the Payment Date of each month thereafter, Borrower shall make monthly payments of interest, in arrears, on the
principal amount of such Term Loan Advance at the rate set forth in Section 2.3(a)(i). 
 (c) Repayment. Commencing on
December 1, 2018 and continuing on each Payment Date thereafter, Borrower shall repay the Term Loan Advances in (i) thirty-six (36) consecutive equal monthly installments of principal, plus
(ii) monthly payments of accrued interest at the rate set forth in Section 2.3(a)(i). All outstanding principal and accrued and unpaid interest under the Term Loan Advances, and all other outstanding Obligations with respect to the Term
Loan Advances, are due and payable in full on the Term Loan Maturity Date. 












 (d) Permitted Prepayment. Borrower shall have the option to prepay all, but not less
than all, of the Term Loan Advances, provided Borrower (i) delivers written notice to Bank of its election to prepay the Term Loan Advances at least ten (10) days prior to such prepayment, and (ii) pays, on the date of such prepayment (A)
the outstanding principal plus accrued and unpaid interest with respect to the Term Loan Advances, (B) the Final Payment, and (C) all other sums, if any, that shall have become due and payable with respect to the Term Loan Advances, including
interest at the Default Rate with respect to any past due amounts. 
 (e) Mandatory Prepayment Upon an Acceleration. If the Term Loan
Advances are accelerated by Bank following the occurrence and during the continuance of an Event of Default, Borrower shall immediately pay to Bank an amount equal to the sum of (i) all outstanding principal plus accrued and unpaid interest
with respect to the Term Loan Advances, (ii) the Final Payment, and (iii) all other sums, if any, that shall have become due and payable with respect to the Term Loan Advances, including interest at the Default Rate with respect to any
past due amounts. 
 (f) Transition Event. Upon the occurrence of the Transition Event, all Obligations with respect to the Term Loan
Advances shall be transferred to the Revolving Line, and shall be treated as Advances thereunder for all purposes, including with respect to repayment. 

2.1.2  Revolving Line. 

(a) Availability. After the occurrence of the Transition Event (at which time all outstanding Term Loan Advances shall be treated as
Advances under the Revolving Line and shall be subject to the applicable provisions herein), subject to the terms and conditions of this Agreement and to deduction of Reserves, Bank shall make Advances not exceeding the Availability Amount. Amounts
borrowed under the Revolving Line may be repaid and, prior to the Revolving Line Maturity Date, reborrowed, subject to the applicable terms and conditions precedent herein. 

(b) Termination; Repayment. The Revolving Line terminates on the Revolving Line Maturity Date, when the principal amount of all
Advances, the unpaid interest thereon, and all other Obligations relating to the Revolving Line shall be immediately due and payable. 

2.2 Overadvances. If at any time after the occurrence of the Transition Event, the outstanding principal amount of any Advances
exceeds the lesser of either the Revolving Line or the Borrowing Base, Borrower shall immediately pay to Bank in cash the amount of such excess (such excess, the “Overadvance”). Without limiting Borrower’s obligation to repay
Bank any Overadvance, Borrower agrees to pay Bank interest on the outstanding amount of any Overadvance, on demand, at the Default Rate. 

2.3 Payment of Interest on the Credit Extensions. 

(a) Interest Rate. 
 (i) Term
Loan Advances. Subject to Section 2.3(b), Borrower shall notify Bank in writing prior to the Funding Date of each Term Loan Advance of its election for the principal amount outstanding for such Term Loan Advance to accrue interest at a
floating per annum rate equal to either: (A) one and three-quarters of one percent (1.75%) above the Prime Rate (“Interest Rate Option A”), (B) three-quarters of one percent (0.75%) above the Prime Rate (“Interest Rate
Option B”), or (C) the Prime Rate (“Interest Rate Option C”), which interest, in each case, shall be payable monthly in arrears. 

(ii) Advances. Effective upon the occurrence of the Transition Event, and subject to Section 2.3(b), the principal amount
outstanding under the Revolving Line shall accrue interest at a floating per annum rate equal to (A) when a Streamline Period is not in effect, two and one-half of one percent (2.50%) above the Prime
Rate, and (B) when a Streamline Period is in effect, one and three-quarters of one percent (1.75%) above the Prime Rate, which interest, in each case, shall be payable monthly in arrears. 

  
 -2- 













 (b) Default Rate. Immediately upon the occurrence and during the continuance of an
Event of Default, Obligations shall bear interest at a rate per annum which is five percentage points (5.0%) above the rate that is otherwise applicable thereto (the “Default Rate”). Fees and expenses which are required to be paid
by Borrower pursuant to the Loan Documents (including, without limitation, Bank Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate applicable to the Obligations. Payment or acceptance of the
increased interest rate provided in this Section 2.3(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 Payment Date of each month and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all
payments received after 12:00 p.m. Pacific time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the date of the making of any Credit Extension shall be included and the date of payment shall be
excluded; provided, however, that if any Credit Extension is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension. 

2.4 Fees. Borrower shall pay to Bank: 

(a) Final Payment. The Final Payment, when due hereunder; and 

(b) Bank Expenses. All Bank Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this
Agreement) incurred through and after the Effective Date, when due (or, if no stated due date, upon demand by Bank). 
 (c) Fees Fully
Earned. Unless otherwise provided in this Agreement or in a separate writing by Bank, Borrower shall not be entitled to any credit, rebate, or repayment of any fees earned by Bank pursuant to this Agreement notwithstanding any termination of
this Agreement or the suspension or termination of Bank’s obligation to make loans and advances hereunder. Bank may deduct amounts owing by Borrower under the clauses of this Section 2.4 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 12:00 p.m. Pacific time on the date when due. Payments of principal and/or interest received after 12:00 p.m. Pacific time are considered received at the opening of business on the next Business Day. When a payment is due on a
day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. 

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

  
 -3- 













 (c) Bank may debit any of Borrower’s deposit accounts, including the Designated Deposit
Account, for principal and interest payments or any other amounts Borrower owes Bank when due. These debits shall not constitute a set-off. 

 

	 	3	 CONDITIONS OF LOANS 



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

(a) duly executed original signatures to the Loan Documents; 

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

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

(g) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and
effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; 

(h) with respect to the initial Advance, upon the occurrence of the Transition Event, a completed Borrowing Base Report (and any schedules
related thereto and including any other information requested by Bank with respect to Borrower’s Accounts); and 
 (i) payment of the
fees and Bank Expenses then due as specified in Section 2.4 hereof. 
 3.2 Conditions Precedent to all Credit Extensions.
Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: 

(a) timely receipt of (i) prior to the occurrence of the Transition Event, an executed Payment/Advance Form and any materials and document
required by Section 3.4, and (ii) after the occurrence of the Transition Event, the Credit Extension request and any materials and documents required by Section 3.4; 

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

  
 -4- 













 
accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or
modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and 

(c) Bank determines, to its satisfaction, in its good faith business judgment, that there is not a lack of Investor Support. 

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

 (a) Term Loan Advances. Subject to the prior satisfaction of all other applicable conditions to the making of a Term Loan
Advance set forth in this Agreement, to obtain a Term Loan Advance, Borrower (via an individual duly authorized by an Administrator) shall notify Bank (which notice shall be irrevocable) by electronic mail by 12:00 p.m. Pacific time on the Funding
Date of the Term Loan Advance. Such notice shall be made by Borrower through Bank’s online banking program, provided, however, if Borrower is not utilizing Bank’s online banking program, then such notice shall be in a written format
acceptable to Bank that is executed by an Authorized Signer. Bank shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request Term Loan Advances. In connection with such
notification, Borrower must promptly deliver to Bank by electronic mail or through Bank’s online banking program a completed Payment/Advance Form executed by an Authorized Signer together with such other reports and information, as Bank may
request in its sole discretion. Bank shall credit proceeds of any Term Loan Advance to the Designated Deposit Account. Bank may make Term Loan Advances under this Agreement based on instructions from an Authorized Signer or without instructions if
the Term Loan Advances are necessary to meet Obligations which have become due. 
 (b) Advances. After the occurrence of the
Transition Event, subject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, to obtain an Advance, Borrower (via an individual duly authorized by an Administrator) shall notify Bank
(which notice shall be irrevocable) by electronic mail by 12:00 p.m. Pacific time on the Funding Date of the Advance. Such notice shall be made by Borrower through Bank’s online banking program, provided, however, if Borrower is not utilizing
Bank’s online banking program, then such notice shall be made by delivering to Bank a completed Payment/Advance Form executed by an Authorized Signer. Bank shall have received satisfactory evidence that the Board has approved that such
Authorized Signer may provide such notices and request Advances. In connection with any such notification, Borrower must promptly deliver to Bank by electronic mail or through Bank’s online banking program such reports and information,
including without limitation, sales journals, cash receipts journals, accounts receivable aging reports, as Bank may reasonably request. Bank shall credit proceeds of an Advance to the Designated Deposit Account. Bank may make Advances under this
Agreement based on instructions from an Authorized Signer or without instructions if the Advances are necessary to meet Obligations which have become due 
  

	 	4	 CREATION OF SECURITY INTEREST 



4.1 Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a
continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower acknowledges that it previously has entered, and/or may in
the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent
of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior
priority to Bank’s Lien in this Agreement). 

  
 -5- 













 If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the
Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has
terminated, Bank shall, at Borrower’s sole cost and expense, 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 consistent with Bank’s then current practice for
Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one
hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus, in each
case, all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its business judgment), to secure all of the Obligations relating to such Letters of Credit. 

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. The Collateral may also be subject to Permitted Liens. 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. 
  

	 	5	 REPRESENTATIONS AND WARRANTIES 



Borrower represents and warrants as follows: 

5.1 Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in
its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so
could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection
Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is
organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the
Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its
predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the
Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date
to the extent permitted by one or more specific provisions in this Agreement and provided that the Perfection Certificate shall be deemed to be updated to reflect the information provided in any notice delivered by Borrower to Bank pursuant to
Section 7.2 of 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. 

  
 -6- 













 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 terms of Section 6.7(b). The
Accounts are bona fide, existing obligations of the Account Debtors. 
 The Collateral is not in the possession of any third party bailee
(such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection
Certificate or as permitted pursuant to Section 7.2. 
 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. No part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s
business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such
claim would not reasonably be expected to have a material adverse effect on Borrower’s business. 
 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 each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an
Eligible Account. 
 (b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing
the Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. 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 Report. 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 Fifty Thousand Dollars
($250,000.00). 

  
 -7- 













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

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

5.7 Regulatory Compliance. Borrower is not an “investment company” or a company “controlled” by an
“investment company” under the Investment Company Act of 1940, as amended. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of
Governors). Borrower (a) has complied in all material respects with all Requirements of Law, and (b) has not violated any Requirements of Law the violation of which could reasonably be expected to have a material adverse effect on its
business. None of Borrower’s or any of its Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or
transporting any hazardous substance other than legally. Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities
that are necessary to continue their respective businesses as currently conducted. 
 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 Twenty-Five Thousand Dollars ($25,000.00). 

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

5.10 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, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written
statements given to Bank, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized by Bank that the
projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected
or forecasted results). 

  
 -8- 













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

	 	6	 AFFIRMATIVE COVENANTS 



Borrower shall do all of the following: 

6.1 Government Compliance. 

(a) Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain
qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s business or operations. Borrower shall comply, and have each Subsidiary comply, in all material
respects, with all laws, ordinances and regulations to which it is subject. 
 (b) Obtain all of the Governmental Approvals necessary for the
performance by Borrower of its obligations under the Loan Documents to which it is a party and the grant of a security interest to Bank in all of the Collateral. 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. After the occurrence of the Transition Event, a Borrowing Base Report (and any schedules related thereto and
including any other information requested by Bank with respect to Borrower’s Accounts) (i) with each request for an Advance, (ii) no later than Friday of each week when a Streamline Period is not in effect, and (iii) within
thirty (30) days after the end of each month when a Streamline Period is in effect; 
 (b) A/R and A/P Agings. After the
occurrence of the Transition Event, within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held
check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, and general ledger; 

(c) Monthly and Quarterly Financial Statements. As soon as available, but no later than (i) prior to the IPO, thirty (30) days
after the last day of each month, and (ii) after the IPO, forty-five (45) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such
month (or quarter, as the case may be) certified by a Responsible Officer and in a form consistent with the information Borrower provides to the Board; 

(d) Monthly Compliance Certificate. Within thirty (30) days after the last day of each month, 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 (i) prior to the IPO, one hundred eighty (180) days after the last day of Borrower’s fiscal year, and (ii) after the IPO, one hundred twenty (120) days after the last
day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably
acceptable to Bank; 

  
 -9- 













 (f) Annual Operating Budget and Financial Projections. Within thirty (30) days
after Board approval, and in no event later than sixty (60) days after the last day of Borrower’s fiscal year, (i) annual operating budgets (including income statements, balance sheets and cash flow statements, by month), and
(ii) annual financial projections (on a quarterly basis) as approved by Borrower’s Board, together with any related business forecasts used in the preparation of such annual financial projections, in each case in a form commensurate with
those provided to Borrower’s venture capital investors; 
 (g) 409A Report. At least annually, and within thirty (30) days
after completion, any completed 409A valuation report; 
 (h) Other Statements. Within five (5) days of delivery, copies of all
statements, reports and notices generally made available to Borrower’s security holders or to any holders of Subordinated Debt; 
 (i)
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; 

(j) 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 Fifty Thousand Dollars ($250,000.00) or more; and 

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

6.3 Accounts Receivable. After the occurrence of the Transition Event: 

(a) Schedules and Documents Relating to Accounts. Borrower shall deliver to Bank Borrowing Base Reports and schedules of collections, as
provided in Section 6.2, on Bank’s standard forms; provided, however, that Borrower’s failure to execute and deliver the same shall not affect or limit Bank’s Lien and other rights in all of Borrower’s Accounts, nor shall
Bank’s failure to advance or lend against a specific Account affect or limit Bank’s Lien and other rights therein. If requested by Bank, Borrower shall furnish Bank with copies (or, at Bank’s request, originals) of all contracts,
orders, invoices, and other similar documents, and all shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for any goods the sale or disposition of which gave rise to such Accounts. In addition, Borrower shall
deliver to Bank, on its request, the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts, in the same form as received, with all necessary indorsements,
and copies of all credit memos. 
 (b) Disputes. Borrower shall promptly notify Bank of all disputes or claims relating to Accounts.
Borrower may forgive (completely or partially), compromise, or settle any Account for less than payment in full, or agree to do any of the foregoing so long as (i) Borrower does so in good faith, in a commercially reasonable manner, in the
ordinary course of business, in arm’s-length transactions; (ii) no Event of Default has occurred and is continuing; and (iii) after taking into account all such discounts, settlements and
forgiveness, the total outstanding Advances will not exceed the lesser of the Revolving Line or the Borrowing Base. 
 (c) Reserved. 

(d) Verification. Bank may, from time to time, verify directly with the respective Account Debtors the validity, amount and other
matters relating to the Accounts, either in the name of Borrower or Bank or such other name as Bank may choose, and notify any Account Debtor of Bank’s security interest in such Account. 

  
 -10- 













 (e) No Liability. Bank shall not be responsible or liable for any shortage or
discrepancy in, damage to, or loss or destruction of, any goods, the sale or other disposition of which gives rise to an Account, or for any error, act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or
failure to collect any Account, or for settling any Account in good faith for less than the full amount thereof, nor shall Bank be deemed to be responsible for any of Borrower’s obligations under any contract or agreement giving rise to an
Account. Nothing herein shall, however, relieve Bank from liability for its own gross negligence or willful misconduct. 
 (f) Remittance
of Proceeds. Except as otherwise provided in Section 6.4, deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day
after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 2.5(b) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to
the terms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good
faith in an arm’s length transaction for an aggregate purchase price of Two Hundred Fifty Thousand Dollars ($250,000.00) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral
with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of Collateral set
forth elsewhere in this Agreement. 
 6.4 Collection of Accounts. Borrower shall direct Account Debtors to deliver or transmit
all proceeds of Accounts into a lockbox account, or “blocked account” as specified by Bank (either such account, the “Cash Collateral Account”) which, for the avoidance of doubt shall be the account of Borrower currently
in existence with Bank so that remittance information for Account Debtors shall not be changed. Whether or not an Event of Default has occurred and is continuing, Borrower shall immediately deliver all payments on and proceeds of Accounts to the
Cash Collateral Account and such payments and proceeds shall be: (i) prior to the occurrence of an Event of Default and the occurrence of the Transition Event, transferred to an account of Borrower maintained at Bank, (ii) prior to the
occurrence of an Event of Default and after the occurrence of the Transition Event, (x) during a Streamline Period, transferred to an account of Borrower maintained at Bank, or (y) when a Streamline Period is not in effect, applied
immediately to reduce the Obligations, and (ii) following the occurrence of an Event of Default, applied to the Obligations in accordance with Section 9.4. 

6.5 Taxes; Pensions. Timely file, and require each of its Subsidiaries to timely file, all required tax returns and reports and
timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower and each of its Subsidiaries, except for deferred payment of any taxes contested
pursuant to the terms of Section 5.9 hereof, and shall deliver to Bank, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in
accordance with their terms. 
 6.6 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 reasonably satisfactory to Bank. All property policies
covering Collateral 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 toward the replacement or repair of destroyed or damaged property; 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. 

  
 -11- 













 (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 6.6 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 (ten (10) days for nonpayment of premium) 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 6.6
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 6.6, and take any action under the policies Bank deems
prudent. 
 6.7 Operating Accounts. 

(a) Maintain its primary operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates, which accounts
shall be in Borrower’s name and shall represent at least eighty-five percent (85.0%) of the dollar value of Borrower’s and such Subsidiaries’ accounts at all financial institutions. In addition to the foregoing, Borrower shall be
permitted to maintain accounts at institutions in jurisdictions outside of the United States where Bank or Bank’s Affiliates do not have branches (the “Offshore Permitted Accounts”). 

(b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial
institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is
maintained (with the exception of the Offshore Permitted Accounts) 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. 
 6.8
Financial Covenants. Maintain as of the last day of each month, unless otherwise noted, on a consolidated basis with respect to Borrower and its Subsidiaries: 

(a) Performance to Plan. Prior to the occurrence of the Transition Event, as of the last day of each month, tested on a trailing three
(3) month basis on a consolidated basis with respect to Borrower and its Subsidiaries, minimum revenue for the immediately prior three (3) month period equal to at least: 

 

					
	 Month Ending
	  	Revenue	 
	 August 31, 2017
	  	$	22,519,537.00	 
	 September 30, 2017
	  	$	23,491,177.00	 
	 October 31, 2017
	  	$	24,546,127.00	 
	 November 30, 2017
	  	$	25,442,950.00	 
	 December 31, 2017
	  	$	26,597,026.00	 
	 January 31, 2018
	  	$	27,423,055.00	 
	 February 28, 2018
	  	$	28,039,975.00	 
	 March 31, 2018
	  	$	28,779,723.00	 
	 April 30, 2018
	  	$	29,238,244.00	 
	 May 31, 2018
	  	$	30,090,161.00	 
	 June 30, 2018
	  	$	30,451,200.00	 
	 July 31, 2018
	  	$	31,297,941.00	 
	 August 31, 2018
	  	$	32,065,898.00	 
	 September 30, 2018
	  	$	32,978,432.00	 
	 October 31, 2018
	  	$	33,928,149.00	 
	 November 30, 2018
	  	$	34,830,824.00	 
	 December 31, 2018 and January 31, 2019
	  	$	35,911,039.00	 

 With respect to the period ending February 28, 2019 and each period thereafter, the levels of minimum
revenue shall be mutually agreed upon between Borrower and Bank in an amount equal to eighty percent (80.0%) of Borrower’s projected revenue, based upon Borrower’s Board-approved operating plan and financial projections reasonably
acceptable to Bank. With respect thereto: 

  
 -12- 













 (i) Borrower’s failure to either (1) agree in writing (which
agreement shall be set forth in a written amendment to this Agreement) on or before February 28, 2019, to any such covenant levels proposed by Bank with respect to the calendar year ending December 31, 2019, or (2) notwithstanding
Section 6.2(f) of this Agreement, deliver to Bank, on or before the earlier to occur of (i) February 15, 2019 or (ii) approval by the Board, Borrower’s budgets, sales projections, operating plans and other financial
information of Borrower that Bank deems relevant, including, without limitation, Borrower’s Board-approved operating budgets, projections and plans, with respect to the calendar year ending December 31, 2019, shall result in an immediate
Event of Default for which there shall be no grace or cure period; 
 (ii) Borrower’s failure to either (1) agree
in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before February 29, 2020, to any such covenant levels proposed by Bank with respect to the calendar year ending December 31, 2020, or
(2) notwithstanding Section 6.2(f) of this Agreement, deliver to Bank, on or before the earlier to occur of (i) February 15, 2020 or (ii) approval by the Board, Borrower’s budgets, sales projections, operating plans and
other financial information of Borrower that Bank deems relevant, including, without limitation, Borrower’s Board-approved operating budgets, projections and plans, with respect to the calendar year ending December 31, 2020, shall result
in an immediate Event of Default for which there shall be no grace or cure period; and 
 (iii) Borrower’s failure to
either (1) agree in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before February 28, 2021, to any such covenant levels proposed by Bank with respect to the calendar year ending
December 31, 2021, or (2) notwithstanding Section 6.2(f) of this Agreement, deliver to Bank, on or before the earlier to occur of (i) February 15, 2021 or (ii) approval by the Board, Borrower’s budgets, sales
projections, operating plans and other financial information of Borrower that Bank deems relevant, including, without limitation, Borrower’s Board-approved operating budgets, projections and plans, with respect to the calendar year ending
December 31, 2021, shall result in an immediate Event of Default for which there shall be no grace or cure period. 
 (b) Adjusted
Quick Ratio. Prior to the occurrence of the Transition Event, maintain at all times, tested as of the last day of each month, on a consolidated basis with respect to Borrower and its Subsidiaries, an Adjusted Quick Ratio of at least 1.15 to 1.0

 (c) Minimum Cash. After the occurrence of the Transition Event, unrestricted cash maintained with Bank and Bank’s Affiliates
of at least Four Million Dollars ($4,000,000.00). 
 6.9 Protection of Intellectual Property Rights. 

(a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property material to Borrower’s business;
(ii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; arid (iii) not allow any Intellectual Property
material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. 
 (b)
Provide written notice to Bank within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is
commercially available to the public). Borrower shall take such commercially reasonable steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to
be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and
(ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents. 

  
 -13- 













 6.10 Litigation Cooperation. From the date hereof and continuing through the
termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend
any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower. 
 6.11
Access to Collateral; Books and Records. Allow Bank, or its agents, during regular business hours upon reasonable notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and
audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur
as often as Bank shall determine is necessary. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent
Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten
(10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand
Dollars ($1,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.
Notwithstanding anything to the contrary in this Section 6.11, Borrower shall allow Bank to perform an inspection and audit within ninety (90) days after the occurrence of the Transition Event. 

6.12 Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections
7.3 and 7.7 hereof, at the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower shall, at the election of Bank: (a) cause such new Subsidiary to provide to
Bank a joinder to the Loan Agreement to cause such Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance
satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and
financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank; provided that, prior to the occurrence of an Event of Default, with respect to any Foreign
Subsidiary, in the event that Borrower and Bank mutually agree that (i) the grant of a continuing pledge and security interest in and to the assets of any such Foreign Subsidiary, (ii) the guaranty of the Obligations of the Borrower by any
such Foreign Subsidiary and/or (iii) the pledge by Borrower of a perfected security interest in one hundred percent (100.0%) of the stock, units or other evidence of ownership of each Foreign Subsidiary, would reasonably be expected to have a
material adverse tax effect on the Borrower, then the Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65.0%) of the stock, units or other evidence of ownership of such Foreign
Subsidiary; and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the execution and
delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.12 shall be a Loan Document. 

6.13 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. 
 6.14 Online Banking. After the
occurrence of the Transition Event: 
 (a) Utilize Bank’s online banking platform for all matters requested by Bank which shall include,
without limitation (and without request by Bank for the following matters), uploading information pertaining to Accounts and Account Debtors, requesting approval for exceptions, requesting Credit Extensions, and uploading financial statements and
other reports required to be delivered by this Agreement (including, without limitation, those described in Section 6.2 of this Agreement). 

(b) Comply with the terms of the “Banking Terms and Conditions” and ensure that all persons utilizing the online banking platform are
duly authorized to do so by an Administrator. Bank shall be entitled to assume the authenticity, accuracy and completeness on any information, instruction or request for a Credit Extension submitted via the online banking platform and to further
assume that any submissions or requests made via the online banking platform have been duly authorized by an Administrator. 

  
 -14- 













 6.15 Post-Closing Condition. Deliver to Bank, on or before the date that is
thirty (30) days after the Effective Date, in form and substance satisfactory to Bank, a landlord’s consent in favor of Bank for Borrower’s leased location at 475 Brannan St #300, San Francisco, California 94107, by the landlord
thereof, together with the duly executed signatures thereto. 
  

	 	7	 NEGATIVE COVENANTS 



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

7.1 Dispositions. Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or
permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete
Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted Investments; (d) consisting
of the sale or issuance of any stock of Borrower permitted under Section 7.2 of this Agreement; (e) consisting of Borrower’s use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this
Agreement or the other Loan Documents; (f) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business; (g) sale of equity interests in
any Foreign Subsidiary amounting to less than fifty percent (50.0%) in the aggregate of all equity interests of such Subsidiary as of the Effective Date in connection with a joint venture or strategic alliance or similar arrangement relating to a
specific geographic marketing area; and (h) other Transfers that do not in the aggregate exceed Two Hundred Fifty Thousand Dollars ($250,000.00) during any fiscal year. 

7.2 Changes in Business, Management, Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to
engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) fail to provide notice to Bank of any Key Person
departing from or ceasing to be employed by Borrower within five (5) Business Days after his or her departure from Borrower; or (ii) permit or suffer any Change in Control. 

Borrower shall not, without at least ten (10) days prior written notice to Bank: (1) add any new offices or business locations,
including warehouses (unless such new offices or business locations contain less than Two Hundred Thousand Dollars ($200,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the
aggregate, in excess of Two Hundred Thousand Dollars ($200,000.00) 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. 

7.3 Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other
Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary), except for acquisitions where
(a) total consideration including cash and the value of any non-cash consideration, for all such transactions does not in the aggregate exceed One Hundred Thousand Dollars ($100,000.00) in any fiscal year
of Borrower; (b) no Event of Default has occurred and is continuing or would exist after giving effect to the transactions; and (c) Borrower is the surviving legal entity. A Subsidiary may merge or consolidate into another Subsidiary or
into Borrower and for the avoidance of doubt, Borrower may create a Subsidiary as provided in clause (j) of the definition of Permitted Investments. 

7.4 Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than
Permitted Indebtedness. 
 7.5 Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or
convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein, or enter


  
 -15- 













 
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 6.7(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 and may make payments in cash in lieu of the issuance of fractional shares in connection with the conversion or exercise of convertible securities or warrants in an aggregate amount not to exceed Twenty-Five Thousand Dollars
($25,000.00), (ii) Borrower may pay dividends solely in capital stock; (iii) Borrower may repurchase the stock of current or former employees, contractors, advisors, consultants, officers or directors pursuant to stock repurchase agreements,
employee benefit plans or employee stock option plans and make repurchases for value of equity securities in connection with or pursuant to any employee benefit plan or stock option plan of Borrower approved by Borrower’s Board so long as an
Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchases does not exceed One Hundred Thousand Dollars ($100,000.00) per
fiscal year; and (iv) make cash payments in lieu of issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for the equity securities of Borrower in an aggregate
cash amount not to exceed Twenty-Five Thousand Dollars ($25,000.00); 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. For the avoidance of doubt, Borrower may create a Subsidiary as provided in clause (j) of the definition of Permitted Investments 

7.8 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any
Affiliate of Borrower, except for (i) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction
with a non-affiliated Person, (ii) reasonable and customary fees paid to members of the Board of Borrower in the ordinary course of business, (iii) bona fide equity and unsecured bridge financings
with existing investors so long as any such Indebtedness is Subordinated Debt, (iv) employment compensation arrangements with executive officers in the ordinary course of business approved by Borrower’s Board, (v) non-cash 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, (vi) Investments permitted under sub-clauses (f) or (g) of the definition of Permitted Investments, and (vii) the transactions described in and permitted by
Section 7.7 of this Agreement. 
 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, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, provide for earlier or greater principal, interest, or other payments thereon, or adversely affect the
subordination thereof to Obligations owed to Bank. 
 7.10 Compliance. Become an “investment company” or a company
controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of
Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to (a) meet the minimum funding requirements of ERISA, (b) prevent a Reportable Event or Prohibited Transaction, as defined in
ERISA, from occurring, or (c) comply with the Federal Fair Labor Standards Act, the failure of any of the conditions described in clauses (a) through (c) which could reasonably be expected to have a material adverse effect on
Borrower’s business; or violate any other law or regulation, if the violation could reasonably be expected to have a material adverse effect on Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or permit any 

  
 -16- 













 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 Term Loan Maturity Date or 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, 6.3, 6.4, 6.5, 6.6, 6.7, 6.8, 6.9(b), 6.12, 6.14, or 6.15 or violates any covenant in Section 7; or 

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

  
 -17- 













 8.6 Other Agreements. There is, under any agreement to which Borrower or any
Guarantor is a party with a third party or parties, (a) any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount individually or in the aggregate in
excess of Two Hundred Fifty Thousand Dollars ($250,000.00); or (b) any breach or default by Borrower or Guarantor, the result of which could have a material adverse effect on Borrower’s or any Guarantor’s business; provided, however,
that the Event of Default under this Section 8.6 caused by the occurrence of a breach or default under such other agreement shall be cured or waived for purposes of this Agreement upon Bank receiving written notice from the party asserting such
breach or default of such cure or waiver of the breach or default under such other agreement, if at the time of such cure or waiver under such other agreement (x) Bank has not declared an Event of Default under this Agreement and/or exercised
any rights with respect thereto; (y) any such cure or waiver does not result in an Event of Default under any other provision of this Agreement or any Loan Document; and (z) in connection with any such cure or waiver under such other
agreement, the terms of any agreement with such third party are not modified or amended in any manner which could in the good faith business judgment of Bank be materially less advantageous to Borrower or any Guarantor; 

8.7 Judgments; Penalties. One or more fines, penalties or final judgments, orders or decrees for the payment of money in an
amount, individually or in the aggregate, of at least Two Hundred Fifty Thousand Dollars ($250,000.00) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against
Borrower by any Governmental Authority, and the same are not, within ten (10) days after the entry, assessment or issuance thereof, discharged, satisfied, or paid, or after execution thereof, stayed or bonded pending appeal, or such judgments
are not discharged prior to the expiration of any such stay (provided that no Credit Extensions will be made prior to the satisfaction, payment, discharge, stay, or bonding of such fine, penalty, judgment, order or decree); 

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

8.9 Subordinated Debt. Any document, instrument, or agreement evidencing the subordination of 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 Lien Priority. There is a material impairment in the priority of Bank’s security interest in the Collateral; 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 (i) causes, or could reasonably be expected to
cause, a Material Adverse Change, or (ii) adversely affects the legal qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction and such revocation, rescission, suspension,
modification or non-renewal could reasonably be expected to affect the status of or legal qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction. 

 

	 	9	 BANK’S RIGHTS AND REMEDIES 



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

  
 -18- 













 (b) stop advancing money or extending credit for Borrower’s benefit under this
Agreement or under any other agreement between Borrower and Bank; 
 (c) demand that Borrower (i) deposit cash with Bank in an amount
equal to at least (A) one hundred five percent (105.0%) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit denominated in Dollars remaining undrawn, and (B) one hundred ten percent (110.0%) of the Dollar
Equivalent of the aggregate face amount of all Letters of Credit denominated in a Foreign Currency remaining undrawn, (plus, in each case, all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good
faith business judgment)), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts,
and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit; 

(d) terminate any FX Contracts; 

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

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

(i) place a “hold” on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or other
directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; 
 (j) demand and
receive possession of Borrower’s Books; and 
 (k) exercise all rights and remedies available to Bank under the Loan Documents or at law
or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof). 
 9.2
Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an
Event of Default, to: (a) endorse Borrower’s name on any checks or other forms of payment or security; (b) sign Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle
and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or
settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of
Bank or a third party as the Code 

  
 -19- 













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

9.3 Protective Payments. If Borrower fails to obtain the insurance called for by Section 6.6 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, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the
Obligations until the actual receipt by Bank of cash therefor. 
 9.5 Bank’s Liability for Collateral. So long as Bank
complies with reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or
damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral. 

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

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

 

	 	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 

  
 -20- 













 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:
	  	 Fastly, Inc.
 P.O. Box 78266

San Francisco, California 94107
 Attn: Chief Financial Officer

Fax: 1-415-520-2180

Email:     cfo@fastly.com

		
	 with a copy to:
	  	 Fastly, Inc.
 PO Box 78266

San Francisco, California 94107
 Attn:
    General Counsel
 Fax:      1-415-520-2180
 Email:   gc@fastly.com

		
	 If to Bank:
	  	 Silicon Valley Bank
 555 Mission Street, Suite
900
 San Francisco, California 94105
 Attn: Stephen Chang

Fax: (415) 615-0076

Email: schang@svb.com

		
	 with a copy to:
	  	 Riemer & Braunstein LLP
 Three Center
Plaza
 Boston, Massachusetts 02108

Attn:     David A. Ephraim, Esquire

		  	Fax:     (617) 880-3456
		  	Email:  DEphraim@riemerlaw.com

  

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



Except as otherwise expressly provided in any of the Loan Documents, California law governs the Loan Documents without regard to principles of
conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from
bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in
advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the
granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons,
complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be
deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH
PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. 

  
 -21- 













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

This Section 11 shall survive the termination of this Agreement. 
  

	 	12	 GENERAL PROVISIONS 



12.1 Termination Prior to Maturity Date; Survival. All covenants, representations and warranties made in this Agreement continue
in full force until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement and any
Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement) have been satisfied. So long as Borrower has satisfied the Obligations (other than inchoate indemnity obligations and any other
obligations which, by their terms, are to survive the termination of this Agreement and any Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement), this Agreement may be terminated
prior to the Term Loan Maturity Date and the Revolving Line Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank. Those obligations that are expressly specified in this Agreement as
surviving this Agreement’s termination shall continue to survive notwithstanding this Agreement’s termination. 
 12.2
Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not assign this Agreement or any rights or obligations under it without Bank’s prior written
consent (which may be granted or withheld in Bank’s discretion). Bank has the right, without the consent of or notice to Borrower, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in,
Bank’s obligations, rights, and benefits under this Agreement and the other Loan Documents (other than the Warrant, as to which assignment, transfer and other such actions are governed by the terms thereof). 

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

  
 -22- 













 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 so long as Bank provides Borrower with written notice of such correction and allows Borrower at least ten (10) Business
Days to object to such correction. In the event of such objection, such correction shall not be made except by an amendment signed by both Bank and Borrower. 

12.7 Amendments in Writing; Waiver; Integration. No purported amendment or modification of any Loan Document, or waiver,
discharge or termination of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing signed by the party against which enforcement or admission is sought. Without
limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect
on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any
obligation or commitment to grant any further waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and
negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents. 
 12.8
Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement. 

12.9 Confidentiality. In handling any confidential information, Bank shall exercise the same degree of care that it exercises for
its own proprietary information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with Bank, collectively, “Bank Entities”); (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 Attorneys’ Fees, Costs and Expenses. In any action or proceeding between Borrower and Bank arising out of or relating
to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled. 

  
 -23- 













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

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

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

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

12.17 Amended and Restated Agreement. This Agreement amends and restates, in its entirety, and replaces, the Prior Loan
Agreement. This Agreement is not intended to, and does not, novate the Prior Loan Agreement and Borrower reaffirms that the existing security interest created by the Prior Loan Agreement is and remains in full force and effect. 

 

	 	13	 DEFINITIONS 



13.1 Definitions. As used in the Loan Documents, the word “shall” is mandatory, the word “may” is permissive, the
word “or” is not exclusive, the words “includes” and “including” are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the
following capitalized terms have the following meanings: 
 “Account” is any “account” as defined in the Code
with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. 

“Account Debtor” is any “account debtor” as defined in the Code with such additions to such term as may hereafter
be made. 
 “Adjusted Quick Ratio” is, determined on a consolidated basis with respect to Borrower and its Subsidiaries,
the ratio of (a) Quick Assets to (b) (i) Current Liabilities plus, without duplication, Long Term Indebtedness minus (ii) the current portion of Deferred Revenue. 

“Administrator” is an individual that is named: 

(a) as an “Administrator” in the “SVB Online Services” form completed by Borrower with the authority to
determine who will be authorized to use SVB Online Services (as defined in the “Banking Terms and Conditions”) on behalf of Borrower; and 

(b) as an Authorized Signer of Borrower in an approval by the Board. 

  
 -24- 













 “Advance” or “Advances” means a revolving credit loan (or
revolving credit loans) under the Revolving Line. For the avoidance of doubt, after the occurrence of the Transition Event, all outstanding Term Loan Advances shall be treated as Advances. 

“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 making (and executing if applicable) any Credit Extension request, on behalf of Borrower. 
 “Availability
Amount” is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base minus (b) the outstanding principal balance of any Advances. 

“Bank” is defined in the preamble hereof. 

“Bank Entities” is defined in Section 12.9. 

“Bank Expenses” are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses)
for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower. 

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

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

“Board” is Borrower’s board of directors. 

“Borrower” is defined in the preamble hereof. 

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

“Borrowing Base” is eighty percent (80.0%) of Eligible Accounts as determined by Bank from Borrower’s most recent
Borrowing Base Report (and as may subsequently be updated by Bank based upon information received by Bank including, without limitation, Accounts that are paid and/or billed following the date of the Borrowing Base Report); provided, however, that
Bank has the right to decrease the foregoing percentage 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 Report” is that certain report of the value of certain Collateral in the form specified by Bank to Borrower
from time to time. 

  
 -25- 













 “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. 

“Cash Collateral Account” is defined in Section 6.4. 

“Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or
any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either
Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.; (c) Bank’s certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market funds at least ninety-five percent
(95.0%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. 

“Change in Control” means (a) at any time, any “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of forty-nine percent (49.0%) or more of the ordinary voting power for the election of directors of Borrower (determined on a fully diluted basis) other than
by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days
prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction; (b) during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other
equivalent governing body of Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent
governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that
board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or
(c) at any time, Borrower shall cease to own and control, of record and beneficially, directly or indirectly, one hundred percent (100.0%) of each class of outstanding capital stock of each Subsidiary of Borrower free and clear of all Liens
(except Liens created by this Agreement). 
 “Claims” is defined in Section 12.3. 

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

  
 -26- 













 “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 in
each case other than an Excluded 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. 

“Credit Extension” is any Term Loan Advance, Advance, any Overadvance, or any other extension of credit by Bank for
Borrower’s benefit. 
 “Currency” is coined money and such other banknotes or other paper money as are authorized by
law and circulate as a medium of exchange. 
 “Current Liabilities” are the aggregate amount of Borrower’s Total
Liabilities that mature within one (1) year. 
 “Default Rate” is defined in Section 2.3(b). 

“Deferred Revenue” is all amounts received or invoiced in advance of performance under contracts and not yet recognized as
revenue. 
 “Deposit Account” is any “deposit account” as defined in the Code with such additions to such term as
may hereafter be made. 
 “Designated Deposit Account” is the account, account number 134 (last three digits), maintained
by Borrower with Bank. 
 “Dollars,” “dollars” or use of the sign “$” means only lawful money of the
United States and not any other currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted into lawful money of the United States. 

  
 -27- 













 “Dollar Equivalent” is, at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount denominated in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Bank at such time on the basis of the then-prevailing rate of exchange in San
Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such Foreign Currency. 
 “Domestic
Subsidiary” means a Subsidiary organized under the laws of the United States or any state or territory thereof or the District of Columbia. 

“Draw Period” is the period of time commencing upon the Effective Date and continuing through the earlier to occur of
(a) November 1, 2018 or (b) an Event of Default. 
 “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 upon prior written notice to Borrower 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; 
 (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 (50.0%) 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 (except for Eligible Foreign Accounts); 
 (f) Accounts billed from and/or payable to
Borrower outside of the United States unless Bank has a first priority, perfected security interest or other enforceable Lien in such Accounts under all applicable laws, including foreign laws (sometimes called foreign invoiced accounts), unless
Bank otherwise approves of the inclusion of such Accounts in writing on a case by case basis in its sole discretion; 
 (g) Accounts in which
Bank does not have a first priority, perfected security interest under all applicable laws; 
 (h) 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); 

(i) Accounts billed and/or payable in a Currency other than Dollars; 

(j) Accounts with or in respect of accruals for marketing allowances, incentive rebates, price protection, cooperative advertising and other
similar marketing credits, unless otherwise approved by Bank in writing; 
 (k) 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; 

  
 -28- 













 (l) Accounts with customer deposits and/or with respect to which Borrower has received an
upfront payment, to the extent of such customer deposit and/or upfront payment; 
 (m) 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; 

(n) 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); 
 (o) 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); 
 (p)
Accounts owing from an Account Debtor the amount of which may be subject to withholding based on the Account Debtor’s satisfaction of Borrower’s complete performance (but only to the extent of the amount withheld; sometimes called
retainage billings); 
 (q) Accounts subject to trust provisions, subrogation rights of a bonding company, or a statutory trust; 

(r) 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); 

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

(t) Accounts that represent non-trade receivables or that are derived by means other than in the
ordinary course of Borrower’s business; 
 (u) Accounts for which Borrower has permitted Account Debtor’s payment to extend beyond
ninety (90) days; 
 (v) Accounts arising from chargebacks, debit memos or other payment deductions taken by an Account Debtor; 

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

(x) 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; 
 (y) Accounts owing from an Account
Debtor, whose total obligations to Borrower exceed twenty-five percent (25.0%) of all Accounts (except for Twitter and Spotify, for each of which such percentage is fifty percent (50.0%)), for the amounts that exceed that percentage, unless Bank
approves in writing; and 
 (z) 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. 

  
 -29- 













 “Eligible Foreign Accounts” means Accounts which are owing from an Account
Debtor which does not have its principal place of business in the United States, but that are otherwise (i) Eligible Accounts but for subsection (e) of the definition of Eligible Accounts and (ii) approved by Bank in writing on a case-by-case basis in its sole discretion; provided, in no event shall the aggregate amount of such Eligible Foreign Accounts included in the Borrowing Base constitute more
than twenty-five percent (25.0%) of the Borrowing Base. 
 “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. 

“Excluded Accounts” means 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. 
 “Final Payment”
is, for each Term Loan Advance, a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued interest) equal to the original principal amount of such Term Loan Advance multiplied by the applicable
Final Payment Percentage, due on the earliest to occur of (a) the Term Loan Maturity Date, or (b) the acceleration of such Term Loan Advance, or (c) the prepayment of such Term Loan Advance, or (d) as required by
Section 2.1.1(d) or 2.1.1(e), or (e) the termination of this Agreement, or (f) the occurrence of the Transition Event. 

“Final Payment Percentage” is (a) for any Term Loan Advance for which Borrower elects Interest Rate Option A, zero
percent (0.0%), (b) for any Term Loan Advance for which Borrower elects Interest Rate Option B, one and one-half of one percent (1.50%), and (c) for any Term Loan Advance for which Borrower elects
Interest Rate Option C, three percent (3.0%). 
 “Foreign Currency” means lawful money of a country other than the United
States. 
 “Foreign Subsidiary” means a Subsidiary organized under a jurisdiction other than the United States, any State
thereof or the District of Columbia. 
 “Funding Date” is any date on which a Credit Extension is made to or for the
account of Borrower which shall be a Business Day. 
 “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. 

  
 -30- 













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

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

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

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

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

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

“Interest Rate Option A” is defined in Section 2.3(a)(i). 

“Interest Rate Option B” is defined in Section 2.3(a)(i). 

“Interest Rate Option C” is defined in Section 2.3(a)(i). 

“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. 

  
 -31- 













 “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. 
 “Investor
Support” means it is the clear intention of Borrower’s investors to continue to fund Borrower in the amounts and timeframe necessary to enable Borrower to satisfy the Obligations as they become due and payable 

“IPO” is the initial, underwritten offering and sale of Borrower’s common stock to the public pursuant to an effective
registration statement under the Securities Act of 1933, as amended. 
 “Key Person” is Borrower’s Chief Executive
Officer, who is Artur Bergman as of the Effective Date. 
 “Letter of Credit” is a standby or commercial letter of credit
issued by Bank upon request of Borrower based upon an application, guarantee, indemnity, or similar agreement. 
 “Lien” is
a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property. 

“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, any Bank Services Agreement, any subordination agreement, any note, or notes or guaranties executed by Borrower or any Guarantor, and any other present or future agreement
by Borrower and/or any Guarantor with or for the benefit of Bank in connection with this Agreement or Bank Services, all as amended, restated, or otherwise modified. 

“Long Term Indebtedness” is the aggregate amount of Borrower’s Indebtedness that matures in greater than one
(1) year. 
 “Obligations” are Borrower’s obligations to pay when due any debts, principal, interest, fees, Bank
Expenses, the Final Payment, 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). 

“Offshore Permitted Accounts” is defined in Section 6.7(a). 

“Operating Documents” are, for any Person, such Person’s formation documents, as certified by the Secretary of State (or
equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person
is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or
modifications thereto. 
 “Overadvance” is defined in Section 2.2. 

“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 B. 

“Payment Date” is (i) prior to the occurrence of the Transition Event, the first (1st) calendar day of each month, and (ii) on and after the occurrence of the Transition Event, the last calendar day of each month. 

“Perfection Certificate” is defined in Section 5.1. 

“Permitted Indebtedness” is: 

  
 -32- 













 (a) Borrower’s Indebtedness to Bank under this Agreement and the other
Loan Documents; 
 (b) Indebtedness existing on the Effective Date and shown on the Perfection Certificate; 

(c) Subordinated Debt; 

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

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

(f) Indebtedness secured by Liens permitted under clauses (a) and (c) of the definition of “Permitted Liens”
hereunder; 
 (g) other unsecured Indebtedness not otherwise permitted by Section 7.4 not exceeding Two Hundred Fifty
Thousand Dollars ($250,000.00) in the aggregate outstanding at any time; and 
 (h) extensions, refinancings, modifications,
amendments and restatements of any items of Permitted Indebtedness (a) through (g) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its
Subsidiary, as the case may be. 
 “Permitted Investments” are: 

(a) Investments (including, without limitation, Subsidiaries) existing on the Effective Date and shown on the Perfection
Certificate; 
 (b) (i) Investments consisting of Cash Equivalents, and (ii) any Investments permitted by
Borrower’s investment policy, as amended from time to time, provided that such investment policy (and any such amendment thereto) has been approved in writing by Bank; 

(c) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in
the ordinary course of Borrower; 
 (d) Investments consisting of deposit accounts or securities accounts (but only to the
extent that Borrower is permitted to maintain such accounts pursuant to Section 6.7 of this Agreement) in which Bank has a first priority perfected security interest to the extent required under Section 6.7 of this Agreement; 

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

(i) Investments in connection with transactions permitted by Section 7.3; 

  
 -33- 













 (j) Investments consisting of the creation of a Subsidiary for the purpose
of consummating a merger transaction permitted by Section 7.3 or under Section 6.12 of this Agreement, which is otherwise a Permitted Investment; 

(k) Investments (i) by Borrower in Subsidiaries not to exceed Five Hundred Thousand Dollars ($500,000.00) in the aggregate
in any fiscal year and (ii) by Subsidiaries in other Subsidiaries not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate in any fiscal year or in Borrower; and 

(l) joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the non-exclusive licensing of technology, the development of technology or the providing of technical support, provided that any cash investments by Borrower do not exceed One Hundred Thousand Dollars ($100,000.00) in
the aggregate in any fiscal year. 
 “Permitted Liens” are: 

(a) Liens existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement and the other
Loan Documents; 
 (b) Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and
payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations adopted thereunder; 
 (c) purchase money Liens (including capital leases) (i) on Equipment
acquired or held by Borrower incurred for financing the acquisition of the Equipment securing no more than Five Million Dollars ($5,000,000.00) in the aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Lien
is confined to the property and improvements and the proceeds of the Equipment; 
 (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 and which are not delinquent or remain payable without penalty or which are being contested in good
faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; 

(e) Liens to secure payment of workers’ compensation, employment insurance,
old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA); 

(f) Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through
(c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase; 

(g) leases or subleases of real property granted in the ordinary course of Borrower’s business (or, if referring to
another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the
ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Bank a security interest
therein; 
 (h) non-exclusive licenses 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 

  
 -34- 













 (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 (i) Bank has a first priority perfected security interest in the amounts held in such deposit and/or securities accounts and (ii) such
accounts are permitted to be maintained pursuant to Section 6.7 of this Agreement. 
 “Person” is any individual, sole
proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

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

“Prior Loan Agreement” is defined in the preamble hereof. 

“Quick Assets” is, on any date, Borrower’s consolidated, unrestricted and unencumbered cash and Cash Equivalents
maintained with Bank (which at all times shall be in an amount of at least Ten Million Dollars ($10,000,000.00)), plus net billed accounts receivable, in each case determined according to GAAP. 

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

“Responsible Officer” is any of the Chief Executive Officer, President, Chief Operating Officer and Board member 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
Bank’s right to sell any Collateral. 
 “Revolving Line” is an aggregate principal amount equal to Thirty Million
Dollars ($30,000,000.00). 
 “Revolving Line Maturity Date” is November 1, 2021. 

  
 -35- 













 “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. 
 “Streamline Period” is any period of time, on and
after the Transition Event, where Borrower’s Adjusted Quick Ratio is greater than or equal to 1.20 to 1.0. 
 “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. 

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

“Term B Loan Advance” and “Term B Loan Advances” is each defined in Section 2.1.1(a). 

“Term B Loan Amount” means Thirty Million Dollars ($30,000,000.00) minus the original principal amount of the Term A Loan
Advance. 
 “Term Loan Advance” and “Term Loan Advances” are each defined in Section 2.1.1(a). 

“Term Loan Maturity Date” is November 1, 2021. 

“Total Liabilities” is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s
consolidated balance sheet, including all Indebtedness. 
 “Trademarks” means any trademark and servicemark rights, whether
registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks. 

“Transfer” is defined in Section 7.1. 

“Transition Event” is the occurrence of either of the following: (a) Borrower’s failure to comply with the
Performance to Plan financial covenant set forth in Section 6.8(a), or (b) Borrower’s failure to comply with the Adjusted Quick Ratio financial covenant set forth in Section 6.8(b). 

“Warrant” means, individually and collectively, (a) that certain Warrant to Purchase Stock dated as of June 24,
2013 executed by Borrower in favor of Bank, as amended by that certain First Amendment to Warrant to Purchase Stock dated as of September 30, 2013 executed by Borrower and SVB Financial Group, (b) that certain Warrant to Purchase Stock
dated as of September 30, 2013 executed by Borrower in favor of Bank, and (c) that certain Warrant to Purchase Stock dated as of November 21, 2014 executed by Borrower in favor of Bank. 

[Signature page follows.] 

  
 -36- 













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

  

			
	By:	 	 Adriel G. Lares

	Name:	 	 Adriel G. Lares 

	Title:	 	CFO

 BANK: 
 SILICON VALLEY
BANK 
  

			
	By:	 	 /s/ Stephen Chang

	Name:	 	Stephen Chang
	Title:	 	Vice President

 [Signature page to Second Amended and Restated Loan and Security Agreement] 












 EXHIBIT A – COLLATERAL DESCRIPTION 

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

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license
agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates
of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired,
wherever located; and 
 all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the
above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. 

Notwithstanding the foregoing, the Collateral does not include (a) more than sixty-five percent (65.0%) of the presently existing and
hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, and (b) any Intellectual Property; provided,
however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to
have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to
permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. 

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












 EXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM 

DEADLINE FOR SAME DAY PROCESSING IS
NOON PACIFIC TIME 
  

			
	Fax To:	  	Date:
                                        
    

  

			
	LOAN PAYMENT: Fastly, Inc.	  	 
	 
	 	 
	From Account
#                                         
                           	  	To Account #
                                         
                                   
	
                          
      (Deposit Account #)
  
 Principal
$                                         
                                     
	  	
                          
              (Loan Account #)
  

and/or Interest
$                                         
                               

	 	 
	Authorized
Signature:                                       
  	  	Phone Number:
                                         
                       
	Print Name/Title:
                                         
      
	 	  	 

  

			
	LOAN ADVANCE:	  	 
	 
	Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are
for an outgoing wire.
	 	 
	From Account
#                                         
                               	  	To Account
#                                         
                                   
	                             
   (Loan Account #)	  	                             
           (Deposit Account #)
	 
	 Amount of Term Loan
Advance $                 
 Borrower elects:
 Interest Rate Option A                 

Interest Rate Option B                 

Interest Rate Option C
                

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

  

			
	OUTGOING WIRE
REQUEST:
	Complete only if all or a portion of funds from the loan advance above is to be wired.
	Deadline for same day processing is noon, Pacific Time
	 	 
	Beneficiary Name:
                                         
                           	  	Amount of Wire: $
                                         
                         
	Beneficiary Bank:
                                         
                            	  	Account Number:
                                         
                           
	City and State:
                                         
                           	  	 
	 	 
	Beneficiary Bank Transit (ABA) #:
                                  	  	Beneficiary Bank Code (Swift, Sort, Chip, etc.):                   
	 	  	            (For International Wire Only)
	 	 
	Intermediary Bank:
                                         
                   	  	Transit (ABA) #:
                                         
                           
	For Further Credit to:
                                         
                                         
                                         
                                         
          
	 
	Special Instruction:
                                         
                                         
                                         
                                         
             
	 
	By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in
accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us).
	 	 
	Authorized Signature:
                                         
                           	  	2nd Signature (if required):
                                         
           
	Print Name/Title:
                                         
                                 	  	Print Name/Title:
                                         
                         
	Telephone #:
                                         
                               	  	Telephone #:
                                         
                             













 EXHIBIT C 

COMPLIANCE CERTIFICATE 
  

			
	TO:       SILICON VALLEY BANK	  	Date:
                                        
        
	FROM: FASTLY, INC.	  	

 The undersigned authorized officer of FASTLY, INC. (“Borrower”) certifies that under the terms and
conditions of the Second Amended and Restated Loan and Security Agreement between Borrower and Bank (as amended, 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; and (5) no Liens have been levied or claims made against Borrower 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

	 Borrowing Base Reports
	  	After the occurrence of the Transition Event, Monthly within 30 days (when Streamline Period is in effect)/Weekly (when Streamline Period is not in effect), and with each Advance request	  	Yes     No
			
	A/R & A/P Agings (after Transition Event)	  	Monthly within 30 days	  	Yes     No
			
	Monthly/Quarterly financial statements	  	Monthly within 30 days (prior to IPO)/Quarterly within 45 days (after IPO)	  	Yes     No
			
	Compliance Certificate	  	Monthly within 30 days	  	Yes     No
			
	Annual financial statements (CPA Audited)	  	FYE within 180 days (prior to IPO)/FYE within 12 days (after IPO)	  	Yes     No
			
	Annual Board-approved operating budgets and financial projections	  	Within 30 days after Board approval and no later than within 60 days of FYE	  	Yes     No
			
	10-Q, 10-K and 8-K	  	Within 5 days after filing with SEC	  	Yes     No
			
	409A Valuation	  	At least annually, and within 30 days after completion	  	Yes     No

  

									
	 Financial Covenants
	  	Required	  	Actual	  	Complies	 
	 Performance to Plan (Minimum Revenue) (prior to Transition Event)
	  	$ __________*	  	$_________	  	 	Yes     No	 
	 Adjusted Quick Ratio (Prior to Transition Event)
	  	1.15:1.0	  	        :1.0	  	 	Yes     No	 
	 Minimum Cash (after Transition Event)
	  	$4,000,000.00	  	$___________	  	 	Yes     No	 

  

	*	 as set forth in Section 6.8(a) 














 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. 
  

													
	 Streamline Period
	  	Required	 	  	Actual	 	  	Complies	 
	 Maintain:
	  				  				  			
	 Adjusted Quick Ratio
	  	 	> 1.20:1.0	 	  	 	_____:1.0	 	  	 	Yes     No	 

 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.”) 
  
  

 
  
  

 
  

					
	FASTLY, INC.	 	                            	  	BANK USE ONLY
			
	By:                                     
                                         
                           	 		  	Received
by:                                        
                                         

	  

Name:                         
                                         
                                 
	 		  	       AUTHORIZED SIGNER

			
	Title:                                     
                                         
                       	 		  	Date:                                     
                                         
                  
			
		 		  	Verified:                                    
                                         
            
		 		  	       AUTHORIZED SIGNER

			
		 		  	Date:                                     
                                         
                  
			
		 		  	Compliance Status: Yes     No













 Schedule 1 to Compliance Certificate 

Financial Covenants of Borrower 

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

Dated:
                                         
    
  

	I.	 Performance to Plan (Section 6.8(a)) 



Required: Prior to the occurrence of the Transition Event, as of the last day of each month, tested on a trailing three
(3) month basis on a consolidated basis with respect to Borrower and its Subsidiaries, minimum revenue for the immediately prior three (3) month period equal to at least: 

 

					
	 Month Ending
	  	Revenue	 
	 August 31, 2017
	  	$	22,519,537.00	 
	 September 30, 2017
	  	$	23,491,177.00	 
	 October 31, 2017
	  	$	24,546,127.00	 
	 November 30, 2017
	  	$	25,442,950.00	 
	 December 31, 2017
	  	$	26,597,026.00	 
	 January 31, 2018
	  	$	27,423,055.00	 
	 February 28, 2018
	  	$	28,039,975.00	 
	 March 31, 2018
	  	$	28,779,723.00	 
	 April 30, 2018
	  	$	29,238,244.00	 
	 May 31, 2018
	  	$	30,090,161.00	 
	 June 30, 2018
	  	$	30,451,200.00	 
	 July 31, 2018
	  	$	31,297,941.00	 
	 August 31, 2018
	  	$	32,065,898.00	 
	 September 30, 2018
	  	$	32,978,432.00	 
	 October 31, 2018
	  	$	33,928,149.00	 
	 November 30, 2018
	  	$	34,830,824.00	 
	 December 31, 2018 and January 31, 2019
	  	$	35,911,039.00	 

 With respect to the period ending February 28, 2019 and each period thereafter, the levels of minimum revenue
shall be mutually agreed upon between Borrower and Bank in an amount equal to eighty percent (80.0%) of Borrower’s projected revenue, based upon Borrower’s Board-approved operating plan and financial
projections reasonably acceptable to Bank. With respect thereto: 
 (i) Borrower’s failure to either (1) agree in
writing (which agreement shall be set forth in a written amendment to this Agreement) on or before February 28, 2019, to any such covenant levels proposed by Bank with respect to the calendar year ending December 31, 2019, or (2)
notwithstanding Section 6.2(f) of this Agreement, deliver to Bank, on or before the earlier to occur of (i) February 15, 2019 or (ii) approval by the Board, Borrower’s budgets, sales projections, operating plans and other
financial information of Borrower that Bank deems relevant, including, without limitation, Borrower’s Board-approved operating budgets, projections and plans, with respect to the calendar year ending December 31, 2019, shall result in an
immediate Event of Default for which there shall be no grace or cure period; 
 (ii) Borrower’s failure to either
(1) agree in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before February 29, 2020, to any such covenant levels proposed by Bank with respect to the calendar year ending December 31, 2020, or
(2) notwithstanding Section 6.2(f) of this Agreement, deliver to Bank, on or before the earlier to occur of (i) February 15, 2020 or (ii) approval by the Board, Borrower’s budgets, sales projections, operating plans and other
financial information of Borrower that Bank deems relevant, including, without limitation, Borrower’s Board-approved operating budgets, projections and plans, with respect to the calendar year ending December 31, 2020, shall result in an
immediate Event of Default for which there shall be no grace or cure period; and 












 (iii) Borrower’s failure to either (1) agree in writing (which
agreement shall be set forth in a written amendment to this Agreement) on or before February 28, 2021, to any such covenant levels proposed by Bank with respect to the calendar year ending December 31, 2021, or (2) notwithstanding
Section 6.2(f) of this Agreement, deliver to Bank, on or before the earlier to occur of (i) February 15, 2021 or (ii) approval by the Board, Borrower’s budgets, sales projections, operating plans and other financial information
of Borrower that Bank deems relevant, including, without limitation, Borrower’s Board-approved operating budgets, projections and plans, with respect to the calendar year ending December 31, 2021, shall result in an immediate Event of
Default for which there shall be no grace or cure period. 
 Actual:
                    $                     
    
                  Yes, in compliance 

                 No, not in compliance 

                 N/A (Transition Event has occurred) 

 

	II.	 Adjusted Quick Ratio (Section 6.8(b)) 



Required:                 1.15:1.0 

Actual: 
  
  

							
	 A.
	  	Aggregate value of Borrower’s consolidated unrestricted and unencumbered cash and Cash Equivalents at Bank (which at all times shall be in an amount of at least Ten Million Dollars ($10,000,000.00))	  	$	_____	 
	 B.
	  	Aggregate value of Borrower’s consolidated net billed accounts receivable, determined according to GAAP	  	$	_____	 
	 C.
	  	Quick Assets (the sum of lines A through B)	  	$	_____	 
	 D.
	  	Aggregate value of obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness, that matures within one (1) year	  	$	_____	 
	 E.
	  	Aggregate amount of Borrower’s Indebtedness that matures in greater than one (1) year	  	$	_____	 
	 F.
	  	Sum of lines D and E	  	$	_____	 
	 G.
	  	Aggregate value of current portion of all amounts received or invoiced in advance of performance under contracts and not yet recognized as revenue	  	$	_____	 
	 H.
	  	Line F minus line G	  	$	_____	 
	 I.
	  	Adjusted Quick Ratio (line C divided by line H)	  	 	_____	 

 Is line I equal to or greater than 1.15:10? 

  













 ____ No, not in compliance     _____ Yes, in compliance      _______
N/A (Transition Event has occurred) 
  

	III.	 Minimum Cash (Section 6.8(c)) 



 

			
	Required:	  	After the occurrence of the Transition Event, unrestricted cash maintained with Bank and Bank’s Affiliates of at least Four Million Dollars ($4,000,000.00).
		
	Actual:	  	$____________

                  Yes, in compliance

                  No, not in compliance 

                 N/A (Transition Event has not occurred)