EX-10.24



 Exhibit 10.24 

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 11, 2011 (the
“Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and YODLEE, 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, but is not a novation of, that certain Loan and Security Agreement between Bank and Borrower dated as of July 20, 2005 (as has been amended, restated or
otherwise modified). 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 Revolving Advances.

 (a) Availability. 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 hereunder 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. 

2.1.2 Letters of Credit Sublimit. 

(a) As part of the Revolving Line, Bank shall issue or have issued Letters of Credit denominated in Dollars or a Foreign Currency for
Borrower’s account. The aggregate Dollar Equivalent amount utilized for the issuance of Letters of Credit shall at all times reduce the amount otherwise available for Advances under the Revolving Line. The aggregate Dollar Equivalent of the
face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed the lesser of (A) Two Million Five Hundred Thousand Dollars ($2,500,000), minus (i) the sum
of all amounts used for Cash Management Services, and minus (ii) the FX Reduction Amount, or (B) the lesser of Revolving Line or the Borrowing Base, minus (i) the sum of all outstanding principal amounts of any Advances (including any
amounts used for Cash Management Services), and minus (ii) the FX Reduction Amount. 
 (b) If, on the Revolving Line Maturity Date (or
the effective date of any termination of this Agreement), there are any outstanding Letters of Credit, then on such date Borrower shall provide to Bank cash collateral in an amount equal to 105% of the Dollar Equivalent of the face amount of all
such Letters of Credit denominated in U.S. Dollars and 110% of the Dollar Equivalent of the face amount of all such Letters of Credit denominated in a Foreign Currency, plus all interest, fees, and costs due or to become due in connection therewith
(as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit. All Letters of Credit shall be in form and substance acceptable to Bank in its sole discretion and shall be subject to
the terms and conditions of Bank’s standard Application and Letter of Credit Agreement (the “Letter of Credit Application”). Borrower agrees to execute any further documentation in connection with the Letters of








 
Credit as Bank may reasonably request. Borrower further agrees to be bound by the regulations and interpretations of the issuer of any Letters of Credit guaranteed by Bank and opened for
Borrower’s account or by Bank’s interpretations of any Letter of Credit issued by Bank for Borrower’s account, and Borrower understands and agrees that Bank shall not be liable for any error, negligence, or mistake, whether of
omission or commission, in following Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments, or supplements thereto. 

(c) The obligation of Borrower to immediately reimburse Bank for drawings made under Letters of Credit shall be absolute, unconditional, and
irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, such Letters of Credit, and the Letter of Credit Application. 

(d) Borrower may request that Bank issue a Letter of Credit payable in a Foreign Currency. If a demand for payment is made under any such
Letter of Credit, Bank shall treat such demand as an Advance to Borrower of the Dollar Equivalent of the amount thereof (plus fees and charges in connection therewith such as wire, cable, SWIFT or similar charges). 

(e) To guard against fluctuations in currency exchange rates, upon the issuance of any Letter of Credit payable in a Foreign Currency, Bank
shall create a reserve (the “Letter of Credit Reserve”) under the Revolving Line in an amount equal to ten percent (10%) of the face amount of such Letter of Credit. The amount of the Letter of Credit Reserve may be adjusted by
Bank from time to time, upon thirty days prior written notice from Bank to Borrower, to account for fluctuations in the exchange rate. The availability of funds under the Revolving Line shall be reduced by the amount of such Letter of Credit Reserve
for as long as such Letter of Credit remains outstanding. 
 2.1.3 Foreign Exchange Sublimit. As part of the Revolving Line, Borrower
may enter into foreign exchange contracts with Bank under which Borrower commits to purchase from or sell to Bank a specific amount of Foreign Currency (each, a “FX Forward Contract”) on a specified date (the “Settlement
Date”). FX Forward Contracts shall have a Settlement Date of at least one (1) FX Business Day after the contract date and shall be subject to a reserve of ten percent (10%) of each outstanding FX Forward Contract (the
“FX Reserve”). The aggregate amount of FX Forward Contracts at any one time may not exceed ten (10) times the lesser of (A) Two Million Five Hundred Thousand Dollars ($2,500,000), minus (i) the sum of all amounts used
for Cash Management Services, and minus (ii) the Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), or (B) the lesser of
Revolving Line or the Borrowing Base, minus (i) the sum of all outstanding principal amounts of any Advances (including any amounts used for Cash Management Services), and minus (ii) the Dollar Equivalent of the face amount of any
outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit). The amount otherwise available for Credit Extensions under the Revolving Line shall be reduced by an amount equal to ten percent (10%) of each outstanding FX
Forward Contract (the “FX Reduction Amount”). Any amounts needed to fully reimburse Bank for any amounts not paid by Borrower in connection with FX Forward Contracts will be treated as Advances under the Revolving Line and
will accrue interest at the interest rate applicable to Advances. 
 2.1.4 Cash Management Services Sublimit. Borrower may use
the Revolving Line for Bank’s cash management services, which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in Bank’s various cash management services agreements
(collectively, the “Cash Management Services”), in an aggregate amount not to exceed the lesser of (A) Two Million Five Hundred Thousand Dollars ($2,500,000), minus (i) the Dollar Equivalent of the face amount of any
outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), and minus (ii) the FX Reduction Amount, or (B) the lesser of Revolving Line or the Borrowing Base, minus (i) the sum
of all outstanding principal amounts of any Advances, minus the Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit), and minus (iii) the FX Reduction Amount. Any amounts
Bank pays on behalf of Borrower for any Cash Management Services will be treated as Advances under the Revolving Line and will accrue interest at the interest rate applicable to Advances 

  
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 2.1.5 Equipment Advances. 

(a) Availability. Commencing on the Fifth Amendment Effective Date through December 31, 2008, Bank made advances (each, an
“Equipment Advance” and, collectively, “Equipment Advances”) to Borrower not exceeding the Equipment Line. Equipment Advances may only be used to finance Eligible Equipment purchased within ninety (90) days
(or, in the case of the initial Equipment Advance, on or after April 1, 2007) (determined based upon the applicable invoice date of such Eligible Equipment) before the date of each such Equipment Advance, and no Equipment Advance exceeded 100%
of the total invoice for Eligible Equipment, excluding taxes, shipping, warranty charges, freight discounts and installation expenses relating to such Eligible Equipment. Unless otherwise agreed to by Bank, not more than 40% of the proceeds of the
Equipment Line shall be used to finance Other Equipment. Each Equipment Advance, other than the final Equipment Advance, was in an amount equal to at least $100,000. Borrower requested no more than twelve (12) Equipment Advances hereunder.
After repayment, no Equipment Advance may be reborrowed. 
 (b) Repayment. Each Equipment Advance shall immediately amortize and be
payable in 36 equal payments of principal and interest beginning on the first day of the month following the date of such Equipment Advance and continuing on the first day of each month thereafter. The final payment due on the applicable Equipment
Maturity Date shall include all outstanding principal and all accrued unpaid interest. 
 (c) Final Payment. On the final Payment Date
with respect to each Equipment Advance, Borrower shall pay, in addition to the outstanding principal, accrued and unpaid interest, and all other amounts due on such date with respect to such Equipment Advance, an amount equal to the Final Payment.

 (d) Interest. The principal amount outstanding for each Equipment Advance shall accrue interest at a per annum rate equal to 1.5
percentage points (1.5%) above the Prime Rate, which interest shall be payable monthly. 
 2.1.6 Equipment C Advances.

 (a) Availability. Commencing on the Twelfth Amendment Effective Date through March 31, 2011, Bank made advances (each, an
“Equipment C Advance” and, collectively, “Equipment C Advances”) to Borrower not exceeding the Equipment C Line. Equipment C Advances may only be used to finance Eligible Equipment purchased within ninety
(90) days (or, in the case of the initial Equipment C Advance, on or after January 1, 2010) (determined based upon the applicable invoice date of such Eligible Equipment) before the date of each such Equipment C Advance, and no Equipment C
Advance may exceed 100% of the total invoice for Eligible Equipment, excluding taxes, shipping, warranty charges, freight discounts and installation expenses relating to such Eligible Equipment. Unless otherwise agreed to by Bank, not more than 20%
of the proceeds of the Equipment C Line shall be used to finance Other Equipment. Each Equipment C Advance, other than the final Equipment C Advance, was in an amount equal to at least $100,000. Borrower requested no more than eight
(8) Equipment C Advances hereunder. After repayment, no Equipment C Advance may be reborrowed. 
 (b) Repayment. Each Equipment C
Advance shall immediately amortize and be payable in 36 equal payments of principal and interest beginning on the first day of the month following the date of such Equipment C Advance and continuing on the first day of each month thereafter. The
final payment due on the applicable Equipment Maturity Date shall include all outstanding principal and all accrued unpaid interest. 
 (c)
Final Payment. On the final payment date with respect to each Equipment C Advance, Borrower shall pay the outstanding principal, accrued and unpaid interest, and all other amounts due on such date with respect to such Equipment C Advance.

 (d) Interest. The principal amount outstanding for each Equipment C Advance shall accrue interest at a per annum rate equal to 5.5
percentage points (5.50%), which interest shall be payable monthly on the first day of each month. 
 2.2 Overadvances. If, at any
time, the sum of (a) the outstanding principal amount of any Advances (including any amounts used for Cash Management Services), plus (b) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of
Credit and any Letter of Credit Reserve), plus (c) the FX Reduction Amount (such sum being an “Overadvance”) exceeds the lesser of either the Revolving Line or the Borrowing Base, Borrower shall immediately pay to Bank in cash
such Overadvance. Without limiting Borrower’s obligation to repay Bank any amount of the Overadvance, Borrower agrees to pay Bank interest on the outstanding amount of any Overadvance, on demand, at the Default Rate. 

  
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 2.3 Payment of Interest on the Credit Extensions. 

(a) Advances. Subject to Section 2.3(b), the principal amount outstanding under the Revolving Line shall accrue interest at a
floating per annum rate equal to 150 percentage points (1.5%) above the Prime Rate, which interest shall be payable monthly in accordance with Section 2.3(e) below. 

(b) Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall bear interest at
a rate per annum which is five percentage points (5.00%) above the rate that is otherwise applicable thereto (the “Default Rate”) unless Bank otherwise elects from time to time in its sole discretion to impose a smaller
increase. Fees and expenses which are required to be paid by Borrower pursuant to the Loan Documents (including, without limitation, Bank Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate
applicable to the Obligations. Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise
prejudice or limit any rights or remedies of Bank. 
 (c) Adjustment to Interest Rate. Changes to the interest rate of any Credit
Extension based on changes to the Prime Rate shall be effective on the effective date of any change to the Prime Rate and to the extent of any such change. 

(d) Debit of Accounts. 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 
 (e) Payment;
Interest Computation; Float Charge. Interest is payable monthly on the last calendar day of each month and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all Payments
received after 12:00 p.m. Pacific time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the date of the making of any Credit Extension shall be included and the date of payment shall be excluded;
provided, however, that if any Credit Extension is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension. In addition, Bank shall be entitled to charge Borrower a
“float” charge in an amount equal to three (3) Business Days interest, at the interest rate applicable to the Advances whether or not any Advances are outstanding, on all Payments received by Bank. The float charge for each month
shall be payable on the last day of the month. Bank shall not, however, be required to credit Borrower’s account for the amount of any item of payment which is unsatisfactory to Bank in its good faith business judgment, and Bank may charge
Borrower’s Designated Deposit Account for the amount of any item of payment which is returned to Bank unpaid. 
 2.4 Fees.
Borrower shall pay to Bank: 
 (a) Commitment Fee. A fully earned, non-refundable commitment fee of $50,000, on the Effective
Date and the first anniversary of the Effective Date; and 
 (b) Letter of Credit Fee. Bank’s customary fees and expenses for the
issuance or renewal of Letters of Credit, upon the issuance of such Letter of Credit, each anniversary of the issuance during the term of such Letter of Credit, and upon the renewal of such Letter of Credit by Bank; and 

(c) Unused Revolving Line Facility Fee. A fee (the “Unused Revolving Line Facility Fee”), payable monthly, in arrears,
on a calendar year basis, in an amount equal to 0.20% per annum of the average unused portion of the Revolving Line, as determined by Bank. The unused portion of the Revolving Line, for the purposes of this calculation, shall include amounts
reserved for products provided in connection with Cash Management Services and FX Forward Contracts. Borrower shall not be entitled to any credit, rebate or repayment of any Unused Revolving Line Facility Fee previously earned by Bank pursuant to
this Section notwithstanding any termination of the Agreement or the suspension or termination of Bank’s obligation to make loans and advances hereunder, including during any Streamline Period; and 

  
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 (e) Collateral Monitoring Fee. A monthly collateral monitoring fee of $1,200, payable in
arrears on the last day of each month (prorated for any partial month at the beginning and upon termination of this Agreement) if Advances have been made within 30 days of an additional request for Advances; and 

(f) 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. 
 2.5 Payments; Application of Payments. 

(a) All payments (including prepayments) to be made by Borrower under any Loan Document shall be made in immediately available funds in U.S.
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) Except as specified elsewhere in this Agreement, all payments with respect to the Obligations may be applied in such order and manner as
Bank shall determine in its sole discretion. 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. 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) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of
Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; 
 (c) duly executed original signatures to the
completed Borrowing Resolutions for Borrower; 
 (d) the Perfection Certificate of Borrower, together with the duly executed original
signature thereto; 
 (e) evidence satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and
effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and 

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

3.2 Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit
Extension, is subject to the following conditions precedent: 
 (a) except as otherwise provided in Section 3.5(a), timely
receipt of an executed Borrowing Base Certificate; 

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

(c) in Bank’s sole discretion, there has not been any material impairment in the general affairs, management, results of operation,
financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank. 

3.3 Covenant to Deliver. 

Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a condition precedent to any Credit
Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Bank of any such item shall not constitute a waiver by Bank of Borrower’s obligation to deliver such item, and the making of any Credit Extension in the
absence of a required item shall be in Bank’s sole discretion. 
 3.4 Procedures for Borrowing. Subject to the prior
satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, to obtain an Advance (other than Advances under Sections 2.1.2, 2.1.4, 2.1.5 and 2.1.6), Borrower shall notify Bank (which notice shall be
irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m. Pacific time on the Funding Date of the Advance. Together with such notification, Borrower must promptly deliver to Bank by electronic mail or facsimile a completed Borrowing
Base Certificate executed by a Responsible Officer or his or her designee. Bank shall credit Advances to the Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her
designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. 

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. 

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

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

The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not
(i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order,
writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration,
or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or (v) constitute an event of default under 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, has 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 deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to
Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. 

The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection
Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. 

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

  
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 Borrower is the sole owner of the Intellectual Property which it owns or purports to own except
for (a) nonexclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and
noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which
is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To 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. 
 5.3
Accounts Receivable; Inventory. 
 (a) Each Account with respect to which Advances are requested by Borrower shall, on the date
each Advance is requested and made, (a) represent bona fide existing service contracts or other unconditional obligations of the Account Debtor created by the sale, delivery, and acceptance of goods or the rendition of services, or the
non-exclusive licensing of Intellectual Property, in the ordinary course of Borrower’s business, and (b) meets the definition of Eligible Accounts. 

(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 Certificate. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments
and agreements are legally enforceable in accordance with their terms. 
 5.4 Litigation. There is no claim, suit, litigation,
proceeding or investigation pending or (to the best of Borrower’s knowledge) threatened in writing against Borrower in any court or before any governmental agency which could reasonably be expected to result, either separately or in the
aggregate, in any Material Adverse Change. 
 5.5 Financial Statements; Financial Condition. All consolidated financial
statements for Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. There has been no Material Adverse
Change in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank. 

5.6 Solvency. 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
has complied in all material respects with the Federal Fair Labor Standards Act. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary
company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to have a
material adverse effect on its business. None of Borrower’s or any of its Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing,
producing, storing, treating, or transporting any hazardous substance other than legally. Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices
to, all Government Authorities that are necessary to continue their respective businesses as currently conducted. 
 5.8
Subsidiaries; Investments. Borrower does not own any stock, partnership interest or other equity securities except for Permitted Investments. 

  
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 5.9 Tax Returns and Payments; Pension Contributions. Borrower has timely filed all
required material tax returns and reports, and Borrower has timely paid all material foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that
Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the
proceedings, (c) posts bonds or takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is
unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing
and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such
plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. 

5.10 Use of Proceeds. Borrower shall use the proceeds of the Credit Extensions solely as working capital and to fund its general
business requirements and not for personal, family, household or agricultural purposes. 
 5.11 Full Disclosure. No written
representation, warranty or other statement of Borrower in any certificate or written statement given to Bank, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written
statements given to Bank, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized by Bank that the
projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected
or forecasted results). 
 5.12 Definition of “Knowledge.” For purposes of the Loan Documents, whenever a
representation or warranty is made to Borrower’s knowledge or awareness, to the “best of Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of the
Responsible Officers. 
 6. AFFIRMATIVE COVENANTS 

Borrower shall do all of the following: 

6.1 Government Compliance. 

(a) Maintain its legal existence and good standing in its jurisdiction 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 with all laws, ordinances and regulations to which it is subject, noncompliance with which
could have a material adverse effect on Borrower’s business. 
 (b) Obtain all of the Governmental Approvals necessary for the
performance by Borrower of its obligations under the Loan Documents to which it is a party and the grant of a security interest to Bank in all of its property. Borrower shall promptly provide copies of any such obtained Governmental Approvals to
Bank. 
 6.2 Financial Statements, Reports, Certificates. Provide Bank with the following: 

(a) Weekly accounts receivable agings and reconciliations, aged by invoice date, and accounts payable agings, and transaction reports, together
with a Borrowing Base Certificate in the form of Exhibit B attached hereto, delivered to Bank on the last day of each week, as long as Revolving Loans are outstanding and each time an Advance is made, or if in a Streamline Period, then no later than
thirty (30) days after the last day of each month, provided that Borrower gives Bank thirty (30) days’ notice to request an Advance; 

  
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 (b) as soon as available, but no later than thirty (30) days after the last day of each
month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial
Statements”); 
 (c) within thirty (30) days after the last day of each month and together with the Monthly Financial
Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations
showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; 

(d) within thirty-one (31) days after the end of each fiscal year of Borrower, annual financial projections in the form provided to
Borrower’s investors for such fiscal year as approved by Borrower’s board of directorss; and 
 (e) as soon as available, and in
any event within 180 days following the end 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 acceptable to Bank in its reasonable discretion. 
 (f) 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; 
 (g) promptly inform Bank in writing of any claim, proceeding, litigation or investigation in the future
threatened in writing or instituted against Borrower involving any single claim that can reasonably be expected to result in liability in excess of $250,000, or $500,000 in the aggregate; and 

(h) other financial information reasonably requested by Bank. 

6.3 Accounts Receivable. 

(a) Schedules and Documents Relating to Accounts. Borrower shall deliver to Bank transaction reports and schedules of collections, as
provided in Section 6.2, on Bank’s standard forms; provided, however, that Borrower’s failure to execute and deliver the same shall not affect or limit Bank’s Lien and other rights in all of Borrower’s Accounts, nor shall
Bank’s failure to advance or lend against a specific Account affect or limit Bank’s Lien and other rights therein. If requested by Bank, Borrower shall furnish Bank with copies (or, at Bank’s request, originals) of all contracts,
orders, invoices, and other similar documents, and all shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for any goods the sale or disposition of 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 notify Bank of all material disputes or claims relating to Accounts in
the regular reports provided to Bank. Borrower may forgive (completely or partially), compromise, or settle any Account for less than payment in full, or agree to do any of the foregoing so long as (i) Borrower does so in good faith, in a
commercially reasonable manner, in the ordinary course of business, in arm’s-length transactions, and reports the same to Bank in the regular reports provided to Bank; (ii) no Event of Default has occurred and is continuing; and
(iii) after taking into account all such discounts, settlements and forgiveness, the total outstanding Advances will not exceed the Availability Amount. 

  
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 (c) Collection of Accounts. Borrower shall have the right to collect all Accounts, unless
and until an Event of Default has occurred and is continuing. Bank shall require that all proceeds of Accounts be deposited by Borrower into a lockbox account, or such other “blocked account” as specified by Bank, pursuant to a blocked
account agreement in such form as Bank may specify in its good faith business judgment. Whether or not an Event of Default has occurred and is continuing, Borrower shall immediately deliver all payments on and proceeds of Accounts to an account
maintained with Bank to be applied (i) prior to an Event of Default, pursuant to the terms of Section 2.5(b) hereof, and (ii) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of
Section 9.4 hereof. Notwithstanding anything to the contrary in this Agreement, Bank shall apply the cash deposits from the lockbox, on a daily basis, to reduce any amounts outstanding under the Revolving Line (for purposes of calculating
interest, collections shall be applied three days after receipt thereof by Bank); provided, however, during a Streamline Period, Bank shall transfer such cash deposits in the lockbox into Borrower’s operating account held with Bank. 

(d) Returns. Provided no Event of Default has occurred and is continuing, if any Account Debtor returns any Inventory to Borrower,
Borrower shall promptly (i) determine the reason for such return, (ii) issue a credit memorandum to the Account Debtor in the appropriate amount, and (iii) provide a copy of such credit memorandum to Bank, upon request from Bank. In
the event any attempted return occurs after the occurrence and during the continuance of any Event of Default, Borrower shall immediately promptly notify Bank of the return of the Inventory. 

(e) Verification. Bank may, from time to time, verify directly with the respective Account Debtors the validity, amount and other
matters relating to the Accounts, either in the name of Borrower or Bank or such other name as Bank may choose; provided, that so long as no Event of Default exists, such verification will be made in cooperation with Borrower. 

(f) No Liability. Bank shall not be responsible or liable for any shortage or discrepancy in, damage to, or loss or destruction of, any
goods, the sale or other disposition of which gives rise to an Account, or for any error, act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or failure to collect any Account, or for settling any Account
in good faith for less than the full amount thereof, nor shall Bank be deemed to be responsible for any of Borrower’s obligations under any contract or agreement giving rise to an Account. Nothing herein shall, however, relieve Bank from
liability for its own gross negligence or willful misconduct. 
 6.4 Remittance of Proceeds. Except as otherwise provided in
Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the
Obligations (1) prior to an Event of Default, pursuant to the terms of Section 2.5(b) hereof, and (2) 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 surplus, 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 Thousand Dollars ($200,000) or less (for all such transactions in any fiscal year). Borrower agrees that it will maintain all proceeds of Collateral in an account maintained with Bank or any
other account that is otherwise subject to a perfected Lien in favor of Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement. 

6.5 Taxes; Pensions. Timely file all required material tax returns and reports and timely pay all material foreign, federal, state and
local taxes, assessments, deposits and contributions owed by Borrower, except for deferred payment of any taxes contested pursuant to the terms of Section 5.9 hereof; and shall deliver to Bank, on demand, appropriate certificates attesting to
such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms. 

  
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 6.6 Access to Collateral; Books and Records. At reasonable times and not more than once
every six (6) months unless an Event of Default exists, on five (5) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the
Collateral and the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent
Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedules the audit with
less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs
and expenses of the cancellation or rescheduling. 
 6.7 Insurance. 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 companies, and in amounts that are satisfactory to Bank. All property policies shall have a
lender’s loss payable endorsement showing Bank as a lender loss payee and waive subrogation against Bank. All liability policies shall show, or have endorsements showing, Bank as an additional insured. All policies (or their respective
endorsements) shall provide that the insurer shall give Bank at least twenty (20) days notice before canceling, amending, or declining to renew its policy. At Bank’s request, Borrower shall deliver certified copies of policies and evidence
of all premium payments. If Borrower fails to obtain insurance as required under this Section 6.7 or to pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make all or part of such payment or obtain such
insurance policies required in this Section 6.7, and take any action under the policies Bank deems prudent. Unless an Event of Default exists, all proceeds of insurance policies may be used by Borrower to repair or replace any destroyed,
damaged or lost property or otherwise to purchase property that is useful to Borrower’s business. 
 6.8 Operating
Accounts. 
 (a) Maintain its primary operating and other deposit accounts and securities accounts with Bank and Bank’s
Affiliates. Conduct all foreign exchange transactions with Bank and Bank’s Affiliates. 
 (b) Provide Bank five (5) days prior
written notice before establishing any Collateral Account (other than Customer Trust Accounts) at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains,
Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral
Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to
(i) 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, (ii) deposit accounts into which
the Transfer Service Security Deposit is deposited or (iii) the Customer Trust Accounts. 
 6.9 Financial Covenant. Maintain on
a trailing six months basis, measured as of the last day of each fiscal quarter specified below, EBITDA of at least the amount set forth below opposite the period then ended: 

 

			
	 Fiscal Quarter Ending
	  	 Minimum EBITDA

	June 30, 2011	  	($2,700,000)
	September 30, 2011	  	($500,000)
	December 31, 2011	  	$2,700,000
	Thereafter	  	 To be mutually determined

between Borrower and
 Bank based
upon
 Borrower’s board approved

2012 financial plan



  
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 6.10 Protection of Intellectual Property Rights. (a) Protect, defend and maintain the
validity and enforceability of its Intellectual Property that is necessary to Borrower’s business; (ii) promptly advise Bank in writing of material infringements of its Intellectual Property that is necessary to Borrower’s business;
and (b) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. 

6.11 Litigation Cooperation. From the date hereof and continuing through the termination of this Agreement, make available to Bank,
without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or
against Bank with respect to any Collateral or relating to Borrower. 
 6.12 Further Assurances. Execute any further
instruments and take further action as Bank reasonably requests to perfect or continue Bank’s Lien in the Collateral or to effect the purposes of this Agreement. 

7. NEGATIVE COVENANTS 

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

7.1 Dispositions. Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit
any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment; and (c) in connection with Permitted
Liens and Permitted Investments; (d) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business and licenses that could not result in a legal transfer of title of the licensed
property ; (e) of exclusive licenses and similar arrangements for the use of property of the Borrower or its Subsidiaries which in the good faith judgment of the Borrower’s management is non-core technology and not material to
Borrower’s consolidated business; and (f) other Transfers which in the aggregate do not exceed $250,000 in any fiscal year. 

7.2 Changes in Business, Management, Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage
in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) enter into any transaction or series of related transactions in
which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than 35% of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions
(other than by the sale of Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Bank the venture capital investors prior to the closing of the transaction and provides to Bank a
description of the material terms of the transaction and no Event of Default would otherwise result). 
 Borrower shall not, without
at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Fifty Thousand Dollars ($50,000) in
Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($50,000) to a bailee at a location other than to a bailee and at a location already disclosed
in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction
of organization. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($50,000) to a bailee that is not already disclosed in the Perfection Certificate, and Bank
and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall
execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion; provided, that Borrower may hold an amount not to exceed $1,500,000 with Metabank (or any other financial institution in lieu of
Metabank) in conjunction with Borrower’s funds transfer service offering (the “Transfer Service Security Deposit”). 

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, except where (i) no Event of Default has occurred and is continuing or would result from such action during the
term of this Agreement and (ii) such transaction would not result in a decrease of more than 25% of Borrower’s Tangible Net Worth. A Subsidiary may merge or consolidate into another Subsidiary or into Borrower. 

  
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 7.4 Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any
Subsidiary to do so, other than Permitted Indebtedness. 
 7.5 Encumbrance. Create, incur, allow, or suffer any Lien on any of
the Collateral, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security
interest granted herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank or Gold Hill Venture Lending 03, LP) with any Person which directly or indirectly prohibits or has the effect of
prohibiting Borrower from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s Intellectual Property, except (i) as is otherwise permitted in Section 7.1 hereof and the definition
of “Permitted Liens” herein or (ii) unless a security interest in favor of Bank , its successors, or assigns is permitted). 

7.6 Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.8(b) hereof.

 7.7 Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase
any capital stock other than (i) purchases of capital stock from former employees, consultants and directors pursuant to repurchase agreements or other similar agreements in an aggregate amount not to exceed $250,000 in cash in the aggregate in
any fiscal year, provided that no Event of Default has occurred, is continuing or would exist after giving effect to such repurchases; (ii) distributions or dividends consisting solely of Borrower’s capital stock; (iii) purchases for
value of any rights distributed in connection with any stockholder rights plan; (iv) any Subsidiary may pay dividends or make distributions to Borrower or another Subsidiary; and (v) 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 for any fractional shares upon such conversion or in connection with the exercise or conversion of warrants or
other securities; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. 

7.8 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of
Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated
Person; provided that transfer pricing arrangements with Subsidiaries is disclosed to Bank in a detailed writing, such transfer pricing arrangements shall be permitted so long as such transfer pricing arrangements (i) comply in all material
respects with applicable tax law, including Section 482 of the Internal Revenue Code of 1986, as amended and the related treasury regulations and (ii) do not result in the imposition of any penalty on Borrower or any of its
Subsidiaries. 
 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 or adversely affect
the subordination thereof to Obligations owed to Bank. 
 7.10 Compliance. Become an “investment company” or a
company controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the
Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to
occur; fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation could reasonably be expected to have a material adverse effect on Borrower’s business, or permit any of its Subsidiaries to
do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan
which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. 

  
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 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 on its due date, or
(b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments due on the Revolving Line Maturity Date). During the cure
period, the failure to make or pay any payment specified under clause (a) or (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 Section 6.2, 6.9, 6.13 or violates any covenant in Section 7; or 

(b) Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this
Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days
after the occurrence thereof’, provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such
default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to
cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Cure periods provided under this section shall not apply, among other things, to financial covenants or any other covenants
set forth in clause (a) above; 
 8.3 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) on deposit or otherwise maintained with Bank or any Bank Affiliate, or (ii) a notice of lien or levy is filed against any of Borrower’s assets by any government agency, and the same under subclauses
(i) and (ii) hereof are not, within ten (10) days after the occurrence thereof; discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten
(10) day cure period; or 
 (b) (i) any material portion of Borrower’s assets is attached, seized, levied on, or comes into
possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower from conducting any material part of its business; 

8.4 Insolvency. (a) Borrower is unable to pay its debts (including trade debts) as they become due; (b) Borrower begins an
Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower and not dismissed or stayed within forty-five (45) days (but no Credit Extensions shall be made while of any of the conditions described in clause
(a) exist and/or until any Insolvency Proceeding is dismissed); 
 8.5 Other Agreements. There is, under any agreement to
which Borrower or any Guarantor is a party with a third party or parties, (a) any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount individually or
in the aggregate in excess of Five Hundred Thousand Dollars ($500,000); or (b) any default by Borrower or Guarantor, the result of which could have a material adverse effect on Borrower’s or any Guarantor’s business; 

  
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 8.6 Judgments. One or more 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) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against
Borrower and the same are not, within ten (10) days after the entry thereof; discharged or 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 discharge, stay, or bonding of such judgment, order, or decree); 
 8.7
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; 

8.11 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 in the case of clause (a) and clause (b) above, such decision or such revocation, rescission, suspension, modification or non-renewal
has, or could reasonably be expected to have, a Material Adverse Change; or 
 8.12 Material Adverse Change. A Material
Adverse Change shall occur. 
 9. BANK’S RIGHTS AND REMEDIES 

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

(d) terminate any FX Forward Contracts; 

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

  
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 (g) apply to the Obligations any (i) balances and deposits of Borrower it holds, or
(ii) any amount held by Bank owing to or for the credit or the account of Borrower; 
 (h) ship, reclaim, recover, store, finish,
maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents, Copyrights, mask works, rights of
use of any name, trade secrets, trade names, Trademarks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with
Bank’s exercise of its rights under this Section, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s benefit; place a “hold” on any account maintained with Bank and/or deliver a notice of
exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; 

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

(j) exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the
Code (including disposal of the Collateral pursuant to the terms thereof). 
 9.2 Power of Attorney. Borrower hereby irrevocably
appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks or other forms of payment or security; (b) sign
Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines
reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based
thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign
Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity
obligations) have been satisfied in full and Bank is under no further obligation to make Credit 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 6.7 or fails to pay any premium thereon
or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document, Bank may obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and
payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral. Bank will make reasonable efforts to provide Borrower with notice of Bank obtaining such insurance at the time it is obtained or within
a reasonable time thereafter. No payments by Bank are deemed an agreement to make similar payments in the future or Bank’s waiver of any Event of Default. 

9.4 Application of Payments and Proceeds. If an Event of Default has occurred and is continuing, Bank may apply 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 in such order as Bank shall determine in its sole
discretion. Any surplus shall be paid to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower shall remain liable to Bank for any deficiency. If Bank, in its good faith business judgment,
directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the
purchase price or deferring the reduction of the Obligations until the actual receipt by Bank of cash therefor. 

  
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 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 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:	    	 Yodlee, Inc.
 3600 Bridge Parkway, Suite 200

Redwood City, CA 94065
 Attn: Chief Financial Officer and
Controller
 Fax:
                                         
       
 Email: jfrankola@yodlee.com and mblourin@yodlee.com
	  	
				
		  	If to Bank:	    	 Silicon Valley Bank
 2400 Hanover St.

Palo Alto, CA 94304
 Attn: Jean Lee

Fax:
 Email: jlee@svb.com
	  	

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

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 

  
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action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or
subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in
the U.S. mails, proper postage prepaid. 
 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO
A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR
BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. 
 WITHOUT INTENDING IN ANY WAY TO
LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between
them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with
California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and
the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private
judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed
to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial
reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of
evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge
shall oversee discovery and may enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all
issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any party at any time to
exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph. 

12. GENERAL PROVISIONS 

12.1 Termination Prior to Revolving Line Maturity Date. This Agreement may be terminated prior to the Revolving Line Maturity Date by
Borrower, effective three (3) Business Days after written notice of termination is given to Bank or by Bank at any time after the occurrence an during the continuance of an Event of Default, upon notice, effective immediately. 

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 of the Warrant). 
 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: (a) 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 (b) all 


  
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losses or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions
between Bank and Borrower contemplated by the Loan Documents (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct.

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

12.8 Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each
of which, when executed and delivered, is an original, and all taken together, constitute one Agreement. 
 12.9 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) have been satisfied. The obligation of Borrower in Section 12.3 to indemnify Bank shall survive until the statute of limitations with respect to such claim or cause of action shall
have run. 
 12.10 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
that any prospective transferee or purchaser shall have entered into an agreement containing provisions substantially the same as those in this Section]); (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 after disclosure to Bank through no fault of 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 the confidential information for reporting purposes and the development and distribution of
databases and market analyses so long as such confidential information is aggregated and anonymized prior to distribution unless otherwise expressly prohibited by Borrower. The provisions of the immediately preceding sentence shall survive the
termination of this Agreement. 

  
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 12.11 Attorneys’ Fees, Costs and Expenses. In any action or proceeding between
Borrower and Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be
entitled. 
 12.12 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. 
 12.13 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. 

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. 
 “Advance” or “Advances” means (a) an advance (or advances) under the Revolving Line;
(b) an Equipment Advance or Equipment Advances; or (c) an Equipment C Advance or Equipment C Advances. 
 “Adjusted Quick
Ratio” is as determined as of the last day of each month, Borrower’s (i) unrestricted cash plus Accounts divided by (b) Current Liabilities plus to the extent not included in Current Liabilities, Advances
outstanding under the Revolving Line minus current portion of Deferred Revenue. 
 “Affiliate” is, with respect to
any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors,
partners and, for any Person that is a limited liability company, that Person’s managers and members. 
 “Agreement”
is defined in the preamble hereof. 

  
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 “Availability Amount” is (a) the lesser of (i) the Revolving Line or
(ii) the amount available under the Borrowing Base minus (b) the Dollar Equivalent amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), minus (c) the FX
Reduction Amount, minus (d) any amounts used for Cash Management Services, and minus (e) the outstanding principal balance of any Advances. 

“Bank” is defined in the preamble hereof. 

“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. 

“Borrower” is defined in the preamble hereof 

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

“Borrowing Base” is (a) $2,000,000, plus (b) 80% of Eligible Accounts, as determined by Bank from Borrower’s
most recent Borrowing Base Certificate; provided, however, that Bank may, upon fifteen (15) days prior written notice, decrease the foregoing percentage in its good faith business judgment based on events, conditions, contingencies, or risks
which, as determined by Bank, may adversely affect Collateral. 
 “Borrowing Base Certificate” is that certain certificate
in the form attached hereto as Exhibit B. 
 “Borrowing Resolutions” those resolutions adopted by such Person’s Board
of Directors 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 that
(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 attached as Exhibit A 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
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 Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the
United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating
from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.; (c) Bank’s certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market funds at least
ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. 

“Cash Management Services” is defined in Section 2.1.4. 

“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. 

  
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 “Collateral” is any and all properties, rights and assets of Borrower described
on Exhibit A. 
 “Collateral Account” is any Deposit Account, Securities Account, or Commodity Account. 

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

“Contingent Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for
(a) any indebtedness, lease, dividend, letter of credit or other obligation of another Person 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 or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret. 

“Credit Extension” is any Advance, Letter of Credit, FX Forward Contract, amount utilized for Cash Management Services, or
any other extension of credit by Bank for Borrower’s benefit. 
 “Current Liabilities” are all obligations and
liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year. 

“Customer Trust Account” is any Deposit Account established for the benefit of Borrower’s customers and into which
customer’s funds are deposited in connection with Borrower’s funds transfer services. 
 “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 a deposit account of
Borrower, designated by and maintained with Bank. 

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

“Dollar Equivalent” is, at any time, (a) with respect to any amount denominated in Dollars, such amount, and
(b) with respect to any amount denominated in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Bank at such time on the basis of the then-prevailing rate of exchange in San Francisco, California, for sales of the
Foreign Currency for transfer to the country issuing such Foreign Currency. 
 “EBITDA” shall mean (a) Net Income,
plus (b) Interest Expense, plus (c) to the extent deducted in the calculation of Net Income, depreciation expense and amortization expense, plus (d) income tax expense, plus (e) all non-cash expenses including, but not limited
to, any stock option expenses. 
 “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 fifteen (15) days prior written notice, 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) subject to paragraph (r) of this definition, Accounts owing from an Account Debtor, in which
fifty percent (50%) or more of the Accounts 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 or Canada, unless such Accounts are otherwise Eligible Accounts and (i) covered in full by credit insurance satisfactory to Bank, less any deductible,
(ii) supported by letter(s) of credit acceptable to Bank, (iii) supported by a guaranty from the Export-Import Bank of the United States, (iv) are owing from Australian New Zealand Bank, Royal Bank of Canada, Noster Finance (dba
Unience), or (v) that Bank otherwise approves of in writing; 
 (f) Accounts billed and/or payable outside of the United States
(sometimes called foreign invoiced accounts); 
 (g) Accounts owing from an Account Debtor to the extent that Borrower is indebted or
obligated in any manner to the Account Debtor (as creditor, lessor, supplier or otherwise - sometimes called “contra” accounts, accounts payable, customer deposits or credit accounts); 

(h) Accounts owing from an Account Debtor, whose total obligations to Borrower exceed thirty-five percent (35%) of all Accounts, except
for Bank of America/Merrill Lynch, for which such percentage is sixty percent (60%), unless Bank approves in writing; 
 (i) 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; 

  
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 (j) 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; 

(k) Accounts owing from an Account Debtor that has not been invoiced or where goods or services have not yet been rendered to the Account
Debtor (sometimes called memo billings or pre-billings); 
 (l) 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); 
 (m) 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); 

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

(o) 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 in its sole discretion 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); 

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

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

 (r) Accounts for which Borrower has permitted Account Debtor’s payment to extend beyond 90 days, except for Accounts owing from Bank
of America/Merrill Lynch, Citibank/Smith Barney, Bank of America, Citi UK and Citi Private Bank (for which Borrower has permitted payment to extend up to 120 days); 

(s) Accounts arising from chargebacks, debit memos or others payment deductions taken by an Account Debtor (but only to the extent the
chargeback is determined invalid and subsequently collected by Borrower); 
 (t) Accounts arising from product returns and/or exchanges
(sometimes called “warranty” or “RMA” accounts); 
 (u) 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; and 

(v) Accounts for which Bank in its good faith business judgment determines collection to be doubtful, including, without limitation, accounts
represented by “refreshed” or “recycled” invoices. 
 “Eligible Equipment” is (a) general purpose
computer equipment, office equipment, test and laboratory equipment, furnishings, subject to the limitations set forth herein, and (b) Other Equipment that complies with all of Borrower’s representations and warranties to Bank and which is
acceptable to Bank in all respects and in which Bank has a first priority Lien. 
 “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. 

  
 -25- 








 “Equipment Line” is an Equipment Advance or Equipment Advances in an aggregate
amount of up to $3,000,000 outstanding at any time. 
 “Equipment C Line” is an Equipment C Advance or Equipment C Advances
in an aggregate amount of up to $3,000,000. 
 “Equipment Maturity Date” is, for each Equipment Advance and each Equipment
C Advance, a date 36 months after such Equipment Advance or Equipment C Advance, as the case may be. 
 “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. 

“Fifth Amendment Effective Date” is December 26, 2007. 

“Final Payment” is a payment (in addition to and not a substitution for the regular monthly payments of principal plus
accrued interest) due on the earlier of (a) the Equipment Maturity Date for such Equipment Advance or (b) the acceleration of such Equipment Advance, equal to such Equipment Advance multiplied by two percent (2.0%). 

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

“Funding Date” is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business
Day. 
 “FX Business Day” is any day when (a) Bank’s Foreign Exchange Department is conducting its normal
business and (b) the Foreign Currency being purchased or sold by Borrower is available to Bank from the entity from which Bank shall buy or sell such Foreign Currency. 

“FX Forward Contract” is defined in Section 2.1.3. 

“FX Reduction Amount” is defined in Section 2.1.3. 

“FX Reserve” is defined in Section 2.1.3. 

“GAAP” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the
accounting profession, which are applicable to the circumstances as of the date of determination. 
 “General Intangibles”
is all “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and other tax refunds,
security and other deposits, payment intangibles, contract rights, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including
without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind. 

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

  
 -26- 








 “Governmental Authority” is any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government,
any securities exchange and any self-regulatory organization. 
 “Indebtedness” is (a) indebtedness for borrowed money
or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations,
and (d) Contingent Obligations. 
 “Indemnified Person” is defined in Section 12.3. 

“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 all of Borrower’s right, title, and interest in and to the following: 

(a) its Copyrights, Trademarks and Patents; 

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

(d) any and all design rights which may be available to a Borrower; 

(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 Expense” means for
any fiscal period, interest expense (whether cash or non-cash) determined in accordance with GAAP for the relevant period ending on such date, including, in any event, interest expense with respect to any Credit Extension and other Indebtedness of
Borrower and its Subsidiaries, including, without limitation or duplication, all commissions, discounts, or related amortization and other fees and charges with respect to letters of credit and bankers’ acceptance financing and the net costs
associated with interest rate swap, cap, and similar arrangements, and the interest portion of any deferred payment obligation (including leases of all types). 

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

“Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or other securities),
and any loan, advance or capital contribution to any Person. 
 “Letter of Credit” means a standby letter of credit issued
by Bank or another institution based upon an application, guarantee, indemnity or similar agreement on the part of Bank as set forth in Section 2.1.2. 

“Letter of Credit Application” is defined in Section 2.1.2(b). 

“Letter of Credit Reserve” has the meaning set forth in Section 2.1.2(e). 

  
 -27- 








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

“Material Adverse Change” is means any of the following: (a) a material adverse change in the business, operations, or
financial or other condition of the Borrower, (b) a material impairment of the prospect of repayment of any portion of the Obligations, or (c) a material impairment of the value or priority of Bank’s security interests in the
Collateral. 
 “Monthly Financial Statements” is defined in Section 6.2(b). 

“Net Income” means, as calculated on a consolidated basis for Borrower and its Subsidiaries for any period as at any date of
determination, the net profit (or loss), after provision for taxes, of Borrower and its Subsidiaries for such period taken as a single accounting period. 

“Obligations” are Borrower’s obligations to pay when due any debts, principal, interest, Bank Expenses and other amounts
Borrower owes Bank now or later, whether under this Agreement, the Loan Documents or otherwise, including, without limitation, all obligations relating to letters of credit (including reimbursement obligations for drawn and undrawn letters of
credit), cash management services, and foreign exchange contracts, if any, and including interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower’s duties
under the Loan Documents. 
 “Operating Documents” are, for any Person, such Person’s formation documents, as
certified with the Secretary of State of such Person’s state of formation on a date that is no earlier than 30 days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person
is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or
modifications thereto. 
 “Other Equipment” is leasehold improvements, intangible property such as computer software and
software licenses, equipment specifically designed or manufactured for Borrower, other intangible property, limited use property and other similar property and soft costs approved by Bank, including taxes, shipping, warranty charges, freight
discounts and installation expenses. 
 “Overadvance” is defined in Section 2.2. 

“Patents” means all patents, patent applications and like protections including without limitation improvements, divisions,
continuations, renewals, reissues, extensions and continuations-in-part of the same. 
 “Payment” means all checks, wire
transfers and other items of payment received by Bank (including proceeds of Accounts and payment of the Obligations in full) for credit to Borrower’s outstanding Credit Extensions or, if the balance of the Credit Extensions has been reduced to
zero, for credit to its deposit accounts. 
 “Perfection Certificate” is defined in Section 5.1. 

“Permitted Indebtedness” is: 

(a) Borrower’s Indebtedness to Bank under this Agreement or any other Loan Document; 

(b) any Indebtedness existing on the date of this Agreement and shown on the Perfection Certificate; 

  
 -28- 








 (c) capitalized leases and purchase money Indebtedness secured by Permitted Liens not exceeding
$1,500,000 in the aggregate; 
 (d) refinanced Permitted Indebtedness, provided that the amount of such Indebtedness is not increased except
by an amount equal to a reasonable premium or other reasonable amount paid in connection with such refinancing and by an amount equal to any existing, but unutilized, commitment thereunder; 

(e) Indebtedness of (i) Borrower to any Subsidiary to the extent that it is Subordinated Debt; (ii) any Subsidiary to another
Subsidiary; and (iii) any Subsidiary to Borrower to the extent permitted under clause (g) of the definition of Permitted Investments; 

(f) Indebtedness under any performance, surety, statutory or appeal bonds or similar obligations incurred in the ordinary course of business;

 (g) Subordinated Debt; 
 (h)
Indebtedness to trade creditors incurred in the ordinary course of business; 
 (i) Indebtedness secured by Permitted Liens; 

(j) Indebtedness of Borrower to any Subsidiary and Contingent Obligations of any Subsidiary with respect to obligations of Borrower (provided
that the primary obligations are not prohibited hereby), and Indebtedness of any Subsidiary to any other Subsidiary and Contingent Obligations of any Subsidiary with respect to obligations of any other Subsidiary (provided that the primary
obligations are not prohibited hereby); 
 (k) Indebtedness of Borrower pursuant to that certain Loan and Security Agreement, dated as of
November 10, 2008, by and among, Borrower, Silicon Valley Bank and Gold Hill Venture Lending 03, LP; and 
 (1) Other Indebtedness (not
otherwise prohibited by Section 7.4) not exceeding Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate outstanding at any time. 

“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 deposit and investment accounts in the name of Borrower; 
 (d) Investments consisting of extensions of credit to
Borrower’s or its Subsidiaries’ customers in the nature of accounts receivable, prepaid royalties or notes receivable arising from the sale or lease of goods, provision of services or licensing activities of Borrower; 

(e) Investments received in satisfaction or partial satisfaction of obligations owed by financially troubled obligors; 

(f) Investments acquired in exchange for any other Investments in connection with or as a result of a bankruptcy, workout, reorganization or
recapitalization; 
 (g) Investments of (i) Subsidiaries in or to Borrower; and (ii) Subsidiaries in or to other Subsidiaries; 

(h) Investments received in a transaction permitted under Section 7.1; and 

  
 -29- 








 (i) 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 $50,000 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) Liens (including with respect to capital leases) (i) on property (including accessions, additions, parts,
replacements, fixtures, improvements and attachments thereto, and the proceeds thereof) acquired or held by Borrower or its Subsidiaries incurred for financing such property (including accessions, additions, parts, replacements, fixtures,
improvements and attachments thereto, and the proceeds thereof), or (ii) existing on property (and accessions, additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof) when acquired, if the Lien
is confined to such property (including accessions, additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof) and the Indebtedness is Permitted Indebtedness; 

(d) 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 it secures may not increase; 

(e) licenses or sublicenses granted in the ordinary course of Borrower’s business and any interest or title of a licensor or under any
license or sublicense, if the licenses and sublicenses permit granting Bank a security interest; 
 (f) leases or subleases granted in the
ordinary course of Borrower’s or any of its Subsidiaries’ business, including in connection with Borrower’s leased premises or leased property; 

(g) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary
course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceeding if adequate reserves with respect thereto are maintained on the books of the applicable Person; 

(h) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other
social security legislation; 
 (i) deposits to secure the performance of bids, trade contracts (other than for borrowed money), contracts
for the purchase of property, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case, incurred in the ordinary course of business and not representing an obligation for borrowed
money; 
 (j) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which do not materially detract
from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; 

(k) statutory, common law or contractual Liens of depository institutions or institutions holding securities accounts (including rights of
set-off) provided in all cases other than the lien of Metabank (or any replacement thereof) associated with Borrower’s funds transfer service, they are subordinate to Bank’s Liens pursuant to the terms of a control agreement except; 

  
 -30- 








 (1) Liens in favor of customs or revenue authorities arising as a matter of law to secure payment
of customs duties in connection with the importation of goods; 
 (m) Liens on insurance proceeds in favor of insurance companies granted
solely to secure financed insurance premiums; 
 (n) Transfer Service Security Deposit; and 

(o) Liens in favor or other financial institutions arising in connection with Borrower’s deposit accounts held at such institutions that
are otherwise permitted hereunder, provided that, other than (i) the Transfer Service Security Deposit or (ii) any liens with respect to the Customer Trust Accounts, Bank has a perfected security interest in the amounts held in such
deposit accounts. 
 “Person” is any individual, sole proprietorship, partnership, limited liability company, joint
venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency. 

“Prime Rate” is Bank’s most recently announced “prime rate,” even if it is not Bank’s lowest
rate. 
 “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 upon 30 days prior written notice, 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 good faith 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 Financial Officer and Controller of Borrower. 
 “Restricted License” is any material
license or other agreement with respect to which Borrower is the licensee for which a default under or termination of could reasonably be expected to have a Material Adverse Change. 

“Revolving Line” is an Advance or Advances in an amount equal to Ten Million Dollars ($10,000,000). 

“Revolving Line Maturity Date” is March 19, 2013. 

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

  
 -31- 








 “Securities Account” is any “securities account” as defined in
the Code with such additions to such term as may hereafter be made. 
 “Settlement Date” is defined in
Section 2.1.3. 
 “Streamline Period” means any period during which no Revolving Loans are outstanding or
Borrower maintains an Adjusted Quick Ratio of at least 0.85:1.00. 
 “Subordinated Debt” is debt incurred by
Borrower subordinated to Borrower’s indebtedness owed to Bank and which is reflected in a written agreement in a manner and form acceptable to Bank and approved by Bank in writing. 

“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. 
 “Tangible Net Worth” is, on any
date, the consolidated total assets of Borrower and its Subsidiaries minus, (i) any amounts attributable to (a) goodwill, (b) intangible items such as unamortized debt discount and expense, patents, trade and service marks and names,
copyrights and research and development expenses except prepaid expenses, and (c) reserves not already deducted from assets, and (ii) Total Liabilities. 

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

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

“Transfer” is defined in Section 7.1. 

“Transfer Service Security Deposit” is defined in Section 7.2. 

“Twelfth Amendment Effective Date” is August 3, 2010. 

“Unused Revolving Line Facility Fee” is defined in Section 2.4(c). 

[Signature page follows.] 

  
 -32- 








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

			
	BORROWER:
	
	YODLEE, INC.
		
	By	 	 /s/ Jim Frankola

	Name:	 	Jim Frankola
	Title:	 	CFO
	
	BANK:
	
	SILICON VALLEY BANK
		
	By	 	 /s/ Jean Lee

	Name:	 	Jean Lee
	Title:	 	Deal Team Leader








 EXHIBIT A — COLLATERAL DESCRIPTION 

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

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

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

Notwithstanding the foregoing, the Collateral does not include (i) any Intellectual Property; provided, however, the Collateral shall
include all Accounts and 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, (ii) more than 65% of the voting capital stock of any Subsidiary organized in a jurisdiction other than the United States or
any state thereof, (iii) the Transfer Service Security Deposit and (iii) the Customer Trust Accounts. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed, subject to certain exceptions, not to
encumber any of its Intellectual Property without Bank’s prior written consent. 







 EXHIBIT B — BORROWING BASE CERTIFICATE 

 

			
	Borrower:	 	Yodlee, Inc.
	Lender:	 	Silicon Valley Bank
	Commitment Amount:	 	$10,000,000

  

					
	 ACCOUNTS RECEIVABLE
	  			
	 1. Accounts Receivable (invoiced) Book Value as of
                                
	  	$	            	  
	 2. Additions (please explain on reverse)
	  	$	            	  
	 3. TOTAL ACCOUNTS RECEIVABLE
	  	$	            	  
		
	 ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
	  			
	 4. 90 Days Past Invoice Date
	  	$	            	  
	 5. Balance of 50% over 90 Day Accounts
	  	$	            	  
	 6. Foreign Account Debtor Accounts (Australian New Zealand Bank, Royal Bank of Canada or Noster Finance (dba Unience) are OK)
	  	$	            	  
	 7. Foreign Invoiced Accounts
	  	$	            	  
	 8. Contra/Customer Deposit Accounts
	  	$	            	  
	 9. Intercompany/Employee Accounts
	  	$	            	  
	 10. Credit Balances over 90 Days (Bank of America/Merrill Lynch, Citibank/Smith Barney, Bank of America, Citi UK and Citi Private Bank
- 120 dys)
	  	$	            	  
	 11. Concentration Limits
	  	$	            	  
	 12. U.S. Governmental Accounts
	  	$	            	  
	 13. Promotion or Demo Accounts; Guaranteed Sale or Consignment Sale Accounts
	  	$	            	  
	 14. Accounts with Progress/Milestone/Pre-billings; Contract Accounts
	  	$	            	  
	 15. Accounts for Retainage Billings
	  	$	            	  
	 16. Trust Accounts
	  	$	            	  
	 17. Bill and Hold Accounts
	  	$	            	  
	 18. Unbilled Accounts
	  	$	            	  
	 19. Non-Trade Accounts
	  	$	            	  
	 20. Accounts with Extended Term Invoices
	  	$	            	  
	 21. Accounts Subject to Chargebacks
	  	$	            	  
	 22. Disputed Accounts
	  	$	            	  
	 23. Other (please explain on reverse)
	  	$	            	  
	 24. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS
	  	$	            	  
	 25. Eligible Accounts (#3 minus #24)
	  	$	            	  
	 26. ELIGIBLE AMOUNT OF ACCOUNTS (80% of #25)
	  	$	            	  
		
	 BALANCES
	  			
	 27. Revolving Commitments
	  	$	            	  
	 28. Total Funds Available [Lesser of #27 or (#24 plus #26)]
	  	$	            	  
	 29. Present balance owing under Revolving Line
	  	$	            	  
	 30. Outstanding under Sublimits
	  	$	            	  
	 31. RESERVE POSITION (#28 minus #29 and #30)
	  	$	            	  

 [Continued on following page.] 







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

									
		  		  		  	BANK USE ONLY
	COMMENTS:	  		  	Received by:
                                         
                    	  	 
		  		  		  	                                      
    AUTHORIZED SIGNER	  	 
	By:	  	  
	  		  	Date:
                                         
                                	  	 
		  	Authorized Signer    	  		  	Verified:
                                         
                          	  	 
		  		  		  	                                      
    AUTHORIZED SIGNER	  	 
	Date:	  	  
	  		  	Date:
                                         
                                	  	 
		  		  		  	 Compliance Status:
                    Yes             No

 
	  	 


  
 -2- 








 EXHIBIT C 

COMPLIANCE CERTIFICATE 
  

					
	TO:	 	SILICON VALLEY BANK	  	Date:
                                        

	FROM:	 	YODLEE, INC.	  	

 The undersigned Chief Financial Officer, Chief Executive Officer or Controller of Yodlee, Inc.
(“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”). 

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

 

					
	 Reporting Covenant
	  	 Required
	  	 Complies

	Accounts receivable agings and reconciliations, aged by invoice date, accounts payable agings and transaction report + BB	  	Weekly and each time an Advance is made; unless during a Streamline Period then monthly	  	Yes    No
			
	Monthly company prepared financial statements in accordance with GAAP + CC + waterfall analysis	  	Monthly within 30 days of month end	  	Yes    No
			
	Annual Plan (including income statements, balance sheets, and cash flow statements, each of the foregoing, by month) for the upcoming fiscal year	  	As updated, but no later than 31 days after FYE.	  	Yes    No
			
	Annual financial statements certified by, and with an unqualified opinion of, independent CPA	  	Annually, within 180 days after FYE	  	Yes    No
			
	Bookings report	  	Quarterly within 30 days of month end.	  	Yes    No

  

							
	 Financial Covenant
	  	 Required
	  	 Actual
	  	 Complies

	Maintain on a Quarterly Basis:	  		  		  	
				
	Minimum Trailing Six Month EBITDA	  	(See Schedule 1)	  	_____:1.0	  	Yes    No









					
	 Streamline Period
	  	 Applies

	Monthly Adjusted Quick Ratio	  	Not less than 0.85:1.00	  	Yes    No

 The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and
accurate as of the date of this Certificate. 
 The following are the exceptions with respect to the certification above: (If no exceptions
exist, state “No exceptions to note.”) 
  
  

 
  
  

 
  

									
	YODLEE, INC.	 		 	BANK USE ONLY
					
		 		 		 	Received by:	  	 
		 		 		 		  	AUTHORIZED SIGNER
	By:	 	 	 		 	Date:	  	 
	Name:	 	 	 		 		  	
	Title:	 	 	 		 	Verified:	  	 
		 		 		 		  	AUTHORIZED SIGNER
		 		 		 	Date:	  	 
				
		 		 		 	Compliance Status:                 Yes         No


  
 -2- 








 Schedule 1 to Compliance Certificate 

Financial Covenants of Borrower 

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

 

			
	Dated:	 	 

 I. EBITDA (Section 6.9(a)) 

Required:     See chart below 
  

			
	Period	  	EBITDA
	June 30, 2011	  	($2,700,000)
	September 30, 2011	  	($500,000)
	December 31, 2011	  	$2,700,000
	Thereafter	  	 To be mutually determined

between Borrower and Bank

based upon Borrower’s board

approved 2012 financial plan


  

									
	 Actual:
	  	
				
	 A.
	 	Net Income	  	$	  	 
				
	 B.
	 	To the extent included in the determination of Net Income	  	$	  	 
					
		 	 1.
	  	The provision for income taxes	  	$	  	 
					
		 	 2.
	  	Depreciation expense	  	$	  	 
					
		 	 3.
	  	Amortization expense	  	$	  	 
					
		 	 4.
	  	Net Interest Expense	  	$	  	 
					
		 	 5.
	  	All other charges which are both non-cash and non-recurring, including stock option expenses	  	$	  	 
					
		 	 6.
	  	The sum of lines 1 through 6	  	$	  	 
				
	 C.
	 	EBITDA (line A plus line B.6)	  	$	  	 
			
	Is line C equal to or greater than             1:00?	  		  	
				
		 	                 No, not in compliance
                                         
                                Yes, in compliance	  		  	
				
	 II.
	 	Adjusted Quick Ratio (For purposes of the Streamline Period)	  		  	
			
	 Required:    Not less than 0.85:1.00
	  		  	
					
		 		  		  		  	


  
 -3- 









							
	Actual:	  		 	
				
	A.	  	Aggregate value of the unrestricted cash and cash equivalents of Borrower	  	$	 	 
				
	B.	  	Aggregate value of the net billed accounts receivable of Borrower and its Subsidiaries	  	$	 	 
				
	C.	  	Quick Assets (the sum of Line A plus Line B)	  	$	 	 
				
	D.	  	Aggregate value of Obligations to Bank	  	$	 	 
				
	E.	  	Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness, and not otherwise reflected in line E above that matures within one
(1) year	  	$	 	 
				
	F.	  	Current Liabilities (the sum of lines D and E)	  	$	 	 
				
	G.	  	Advances outstanding under the Revolving Line (to the extent not already included in Current Liabilities)	  	$	 	 
				
	H.	  	Aggregate value of all amounts received or invoiced by Borrower in advance of performance under contracts and not yet recognized as revenue	  	$	 	 
				
	I.	  	Line F plus Line G minus Line H	  	$	 	 
				
	J.	  	Adjusted Quick Ratio (line C divided by line I)	  	$	 	 

 Is line I equal to or greater than 0.85:1:00? 

                          
 No, not in
compliance                                        
                                     Yes, in compliance 

  
 -4- 








 AMENDMENT NO. 1 

TO 
 AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT 
 This AMENDMENT NO. 1 to AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
“Amendment”) is entered into this 2nd day of March, 2012, by and between YODLEE, INC., a Delaware corporation (“Borrower”), and SILICON
VALLEY BANK (“Bank”). Capitalized terms used herein without definition shall have the same meanings given in the Loan Agreement (as defined below). 

RECITALS 

A. Borrower and Bank have entered into that certain Amended and Restated Loan and Security Agreement dated as of July 11, 2011 (as
amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). 
 B. Bank has
extended credit to Borrower for the purposes permitted in the Loan Agreement. 
 C. Borrower desires that Bank amend the Loan
Agreement upon the terms and conditions more fully set forth herein. Subject to the representations, warranties and covenants of Borrower herein and upon the terms and conditions set forth in this Amendment, Bank is willing to so amend the Loan
Agreement. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 

1. Amendments to Loan Agreement. 

1.1. Section 2.1.2 (Letters of Credit Sublimit). Section 2.1.2 of the Loan Agreement is hereby amended and restated in
its entirety as follows: 
 “2.12 [Reserved.]” 

1.2. Section 2.1.3 (Foreign Exchange Sublimit). Section 2.1.3 of the Loan Agreement is hereby amended and
restated in its entirety as follows: 
 “2.1.3 [Reserved.]” 

1.3. Section 2.1.4 (Cash Management Services Sublimit). Section 2.1.4 of the Loan Agreement is hereby amended and
restated in its entirety as follows: 
 “2.1.4 [Reserved.]” 







 1.4. Section 2.2 (Overadvances). Section 2.2 of the Loan Agreement is
hereby amended and restated in its entirety as follows 
 “2.2 Overadvances. If, at any time, the outstanding principal
amount of any Advances (such amount being an “Overadvance”) exceeds the lesser of either the Revolving Line or the Borrowing Base, Borrower shall immediately pay to Bank in cash such Overadvance. Without limiting Borrower’s
obligation to repay Bank any amount of the Overadvance, Borrower agrees to pay Bank interest on the outstanding amount of any Overadvance, on demand, at the Default Rate.” 

1.5. Section 2.4 (Fees). Subsections (a) and (c) of Section 2.4 of the Loan Agreement are hereby amended and
restated in their entirety as follows: 
 “(a) Commitment Fee. A fully earned, non-refundable commitment fee of $75,000,
on the Effective Date and the first anniversary of the Effective Date; and” 
 “(c) Unused Revolving Line Facility Fee. A
fee (the “Unused Revolving Line Facility Fee”), payable monthly, in arrears, on a calendar year basis, in an amount equal to 0.20% per annum of the average unused portion of the Revolving Line, as determined by Bank. Borrower
shall not be entitled to any credit, rebate or repayment of any Unused Revolving Line Facility Fee previously earned by Bank pursuant to this Section notwithstanding any termination of the Agreement or the suspension or termination of Bank’s
obligation to make loans and advances hereunder, including during any Streamline Period; and” 
 1.6. Section 4.1 (Grant of
Security Interest). The following paragraphs are added after the current provisions in Section 4.1 as follows: 

“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 may have superior priority to Bank’s Lien in this Agreement). 

If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity
obligations) are satisfied in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations
(other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to
Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to 105% of the Dollar Equivalent of the
face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of
Credit.” 

  
 2 








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

1.8. Section 5.3 (Accounts Receivable; Inventory). Section 5.3 of the Loan Agreement is hereby amended and restated in
its entirety as follows: 
 “5.3 [Reserved.]” 

1.9. Section 6.2 (Financial Statements, Reports, Certificates). Section 6.2(a) of the Loan Agreement is amended and restated
in its entirety as follows: 
 “(a) (i) Weekly accounts receivable agings and reconciliations, aged by invoice date, and accounts
payable agings, and transaction reports, together with a Borrowing Base Certificate in the form of Exhibit B attached hereto, delivered to Bank on the last day of each week, so long as Revolving Loans are outstanding and each time an Advance is
made, or if in a Streamline Period, then no later than thirty (30) days after the last day of each month, provided that Borrower gives Bank thirty (30) days’ notice to request an Advance; and (ii) a monthly waterfall analysis
(showing initiatives, renewals, signed and deployed, signed not deployed, new bookings, and variables from renewals and signed contracts) so long as Revolving Loans are outstanding;” 

1.10. Section 6.3(c) (Collection of Accounts). Section 6.3(c) of the Loan Agreement is amended and restated in its
entirety as follows: 
 “(c) Collection of Accounts. Borrower shall have the right to collect all Accounts, unless and
until an Event of Default has occurred and is continuing. Bank shall require that all proceeds of Accounts be deposited by Borrower into a lockbox account, or such other “blocked account” as specified by Bank, pursuant to a blocked account
agreement in such form as Bank may specify in its good faith business judgment. Whether or not an Event of Default has occurred and is continuing, Borrower shall immediately deliver all payments on and proceeds of Accounts to an account maintained
with Bank to be applied (i) prior to an Event of Default, pursuant to the terms of Section 2.5(b) hereof, and (ii) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4
hereof. Notwithstanding anything to the contrary in this Agreement, Bank shall transfer such cash deposits in the lockbox into Borrower’s operating account held with Bank.” 

1.11. Section 6.8 (Operating Accounts). Section 6.8(a) of the Loan Agreement is amended and restated in its entirety as
follows: 

  
 3 








 “(a) Maintain its primary operating and other deposit accounts and securities accounts with
Bank and Bank’s Affiliates.” 
 1.12. Section 6.9 (Financial Covenant). Section 6.9 of the Loan Agreement
is amended and restated in its entirety as follows: 
 “6.9 Financial Covenants. 

(a) EBITDA. Maintain on a trailing six months basis, measured as of the last day of each fiscal quarter specified below, EBITDA
of at least the amount set forth below opposite the period then ended: 
  

			
	 Fiscal Quarter Ending
	  	 Minimum EBITDA

	March 31, 2012	  	$1,000,000
	June 30, 2012	  	($7,800,000)
	September 30, 2012	  	($5,700,000)
	December 31, 2012	  	($100,000)
	Thereafter	  	 To be mutually determined

between Borrower and Bank
 based
upon Borrower’s board
 approved 2013 financial plan


 (b) Subscription and Support Revenue. Maintain, measured as of the last day of each fiscal
quarter specified below, Subscription and Support Revenue of at least the amount set forth below opposite the period then ended: 
  

			
	 Fiscal Quarter Ending
	  	 Subscription and

Support Revenue

	March 31, 2012	  	$8,100,000
	June 30, 2012	  	$8,100,000
	September 30, 2012	  	$8,500,000
	December 31, 2012	  	$8,500,000
	Thereafter	  	 To be mutually determined

between Borrower and Bank
 based
upon Borrower’s board
 approved 2013 financial plan



  
 4 








 1.13. Section 9.1 (Rights and Remedies). Section 9.1(c) is amended and
restated in its entirety as follows: 
 “(c) for any Letters of Credit, demand that Borrower (i) deposit cash with Bank in
an amount equal to 105% of the Dollar Equivalent of the aggregate face amount of all. Letters of Credit remaining undrawn (plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith
business judgment)), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and
(ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit;” 

1.14. Section 12.9 (Survival). Section 12.9 of the Loan Agreement is hereby amended and restated in its entirety as
follows: 
 “12.9 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) have been paid in full and
satisfied. The grant of security interest by Borrower in Section 4.1 shall survive until the termination of all Bank Services Agreements or until released in accordance with Section 4.1, and the obligation of Borrower in Section 12.3
to indemnify Bank shall survive until the statute of limitations with respect to such claim or cause of action shall have run.” 

1.15. Section 13.1 (Definitions). The following definitions are hereby: (a) to the extent already defined in
Section 13.1 of the Loan Agreement, amended in their entirety to read as follows, and (b) to the extent not already defined in that Section, added to Section 13.1 of the Loan Agreement in alphabetical order as follows: 

“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 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”).” 

“Borrowing Base” is (a) $3,000,000 during a Streamline Period, plus (b) trailing
three-month Subscription Revenue, plus (c) trailing three-month Support Revenue; provided, however, that Bank may, upon fifteen (15) days prior written notice, decrease the foregoing in its good faith business judgment
based on events, conditions, contingencies, or risks which, as determined by Bank, may adversely affect Collateral.” 

  
 5 








 “Credit Extension” is any Advance or any other extension of credit by
Bank for Borrower’s benefit.” 
 “EBITDA” shall mean (a) Net Income, plus (b) Interest
Expense, plus (c) to the extent deducted in the calculation of Net Income, depreciation expense and amortization expense, plus (d) income tax expense, plus (e) all non-cash expenses including, but not limited to, any stock option
expenses and unrealized foreign exchange gains and losses.” 
 “FX Forward 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.” 

“Loan Documents” are, collectively, this Agreement, the Perfection Certificate, any Bank Services Agreement, any note,
or notes or guaranties executed by Borrower or any Guarantor, and any other present or future agreement between Borrower any Guarantor and/or for the benefit of Bank in connection with this Agreement, all as amended, restated, or otherwise
modified.” 
 “Obligations” are Borrower’s obligations to pay when due any debts, principal,
interest, Bank Expenses and other amounts Borrower owes Bank now or later, whether under this Agreement, the Loan Documents, or otherwise, including, without limitation, 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.” 

“Prime Rate” is the rate most recently announced as the “prime rate” in the Money Rates section of The Wall
Street Journal, or if such rate is not published, as determined by Bank.” 
 “Revolving Line” is an
Advance or Advances in an amount equal to Fifteen Million Dollars ($15,000,000).” 
 “Revolving Line Maturity
Date” is March 17, 2014.” 
 “Streamline Period” means any period during which no Revolving
Loans are outstanding or Borrower maintains an Adjusted Quick Ratio of at least 0.75:1.00.” 
 “Subscription and
Support Revenue” means revenue included under the caption “Subscription and support revenue” in the Company’s statement of operations, which includes usage, subscription, recurring license, financial application (fin app),
support, maintenance and transaction revenues.” 
 1.16. Section 13.1 (Definitions). The following definitions
in Section 13.1 of the Loan Agreement are deleted in their entirety: 
 “Cash Management Services” 

 “Eligible Accounts” 

  
 6 








 “FX Business Day” 

“FX Reduction Amount” 

“FX Reserve” 

“LC Application” 

“LC Reserve” 

“Settlement Date” 

2. Limitation. The amendments set forth in this Amendment shall be limited precisely as written and shall not be deemed (a) to be
a forbearance, waiver or modification of any other term or condition of the Loan Agreement or of any other instrument or agreement referred to therein or to prejudice any right or remedy which Bank may now have or may have in the future under or in
connection with the Loan Agreement or any instrument or agreement referred to therein; (b) to be a consent to any future amendment or modification, forbearance or waiver to any instrument or agreement the execution and delivery of which is
consented to hereby, or to any waiver of any of the provisions thereof; or (c) to limit or impair Bank’s right to demand strict performance of all terms and covenants as of any date. Except as expressly amended hereby, the Loan Agreement
shall continue in full force and effect. 
 3. Representations and Warranties. To induce Bank to enter into this Amendment,
Borrower hereby represents and warrants to Bank as follows: 
 3.1. Immediately after giving effect to this Amendment
(a) the representations and warranties contained in the Loan. Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which
case they are true and correct as of such date), and (b) no Event of Default (which has not been waived) has occurred and is continuing; 

3.2. Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement;

 3.3. The organizational documents of Borrower remain true, accurate and complete and have not been amended, supplemented or
restated and are and continue to be in full force and effect; 
 3.4. The execution and delivery by Borrower of this Amendment and the
performance by Borrower of the obligations under the Loan Agreement have been duly authorized; 
 3.5. The execution and delivery by
Borrower of this Amendment and the performance by Borrower of the obligations under the Loan Agreement do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person
binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 

  
 7 








 3.6. The execution and delivery by Borrower of this Amendment and the performance by
Borrower of the obligations under the Loan Agreement do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or
subdivision thereof, binding on Borrower, except as already has been obtained or made; and 
 3.7. This Amendment has been duly
executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium
or other similar laws of general application and equitable principles relating to or affecting creditors’ rights. 
 4.
Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 

5. Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery of this Amendment by each party
hereto and delivery of same to Bank, (b) payment by Borrower of all Bank Expenses (including all reasonable attorneys’ fees and reasonable expenses) incurred through the date of this Amendment and (c) payment by Borrower of the
prorated Commitment Fee in the amount of $14,336. 

  
 8 








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

			
	 YODLEE, INC.,
 a Delaware
corporation

		
	By:	 	/s/ Marc Blouin
		 	Name: Marc Blouin
		 	Title: Vice President
	
	 SILICON VALLEY BANK,
 A
California banking corporation

		
	By:	 	/s/ Jean Lee
		 	Name: Jean Lee
		 	Title: Deal Team Leader









 EXHIBIT B—BORROWING BASE CERTIFICATE 

 

			
	Borrower:	  	Yodlee, Inc.
	Lender:	  	Silicon Valley Bank
	Commitment Amount:	  	$15,000,000

 REVENUE 

							
			
	 1.
	  	Trailing Three-Month Subscription and Support Revenue	  	 	$                	  
			
	 2.
	  	ELIGIBLE REVENUE (#1)	  	 	$                                  
  	  
		
	 BALANCES
	  			
			
	 3.
	  	Non-Formula Amount	  	 	$                	  
			
	 4.
	  	Revolving Commitments	  	 	$                	  
			
	 5.
	  	Borrowing Base ((Lesser of (#2 plus #3) and #4)	  	 	$                	  
			
	 6.
	  	Present Balance owing under Revolving Line	  	 	$                	  
			
	 7.
	  	RESERVE POSITION (#5 minus #6)	  	 	$                	  

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

 



			
	COMMENTS:
		
	By:	 	 
		 	Authorized Signer
		
	Date:	 	 

 


			
	BANK USE ONLY
	Received by:               
                                         
                 
	AUTHORIZED SIGNER
	
Date:                        
                                         
                     

	
Verified:                       
                                         
                

	AUTHORIZED SIGNER
	
Date:                        
                                         
                     

	 Compliance Status:

 
	  	
Yes        No    

 


 
 








 EXHIBIT C 

COMPLIANCE CERTIFICATE 
  

	 TO: SILICON VALLEY BANK 
	
Date:                     
                             



FROM: YODLEE, INC. 
 The undersigned Chief Financial Officer,
Chief Executive Officer or Controller of Yodlee, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”). 

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

					
	 Reporting Covenant
	  	 Required
	  	 Complies

			
	Accounts receivable agings and reconciliations, aged by invoice date, accounts payable agings and transaction report + BB	  	Weekly and each time an Advance is made; unless during a Streamline Period then monthly	  	Yes     No    
			
	Monthly company prepared financial statements in accordance with GAAP + CC + waterfall analysis	  	Monthly within 30 days of month end	  	Yes     No    
			
	Annual Plan (including income statements, balance sheets, and cash flow statements, each of the foregoing, by month) for the upcoming fiscal year	  	As updated, but no later than 31 days after FYE.	  	Yes     No    
			
	Annual financial statements certified by, and with an unqualified opinion of, independent CPA	  	Annually, within 180 days after FYE	  	Yes     No    
			
	Bookings report	  	Quarterly within 30 days of month end.	  	Yes     No    


  
 2 









							
	 Financial Covenant
	  	 Required
	  	 Actual
	  	 Complies

	 Maintain on a Quarterly Basis:
	  		  		  	
	 Minimum Trailing Six Month EBITDA
	  	(See Schedule 1)	  	              :1.0	  	Yes    No    
	 Minimum Subscription and Support Revenue
	  	(See Schedule 1)	  	$              	  	Yes    No    

  

							
	 Streamline Period
	  	Applies	 
	 Monthly Adjusted Quick Ratio
	  	Not less than 0.75:1.00	  	 	Yes     No    	  

 The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and
accurate as of the date of this Certificate. 
 The following are the exceptions with respect to the certification above: (If no exceptions
exist, state “No exceptions to note.”) 
  
  

 
  
  

 

 



			
	YODLEE, INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 

 


			
	BANK USE ONLY
		
	Received by:	 	 
		 	AUTHORIZED SIGNER


			
		
	Date:	 	 


			
		
	Verified:	 	 
		 	AUTHORIZED SIGNER


			
		
	Date:	 	 


			
		
	Compliance Status:	 	Yes     No

 
 


  
 3 








 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.	EBITDA (Section 6.9(a)) 

 Required:         See chart below 

 

			
	Period	  	EBITDA
	March 31, 2012	  	$1,000,000
	June 30, 2012	  	($7,800,000)
	September 30, 2012	  	($5,700,000)
	December 31, 2012	  	($100,000)
	Thereafter	  	 To be mutually determined

between Borrower and Bank
 based
upon Borrower’s board
 approved 2013 financial plan


 Actual: 
  

									
			
	 A.
	  	 Net Income
	  	$	                	  
			
	 B.
	  	 To the extent included in the determination of Net Income
	  	$	                	  
				
		  	 1.
	  	The provision for income taxes	  	$	                	  
				
		  	 2.
	  	Depreciation expense	  	$	                	  
				
		  	 3.
	  	Amortization expense	  	$	                	  
				
		  	 4.
	  	Net Interest Expense	  	$	                	  
				
		  	 5.
	  	Unrealized foreign exchange gains and losses	  	$	                	  
				
		  	 6.
	  	All other charges which are both non-cash and non-recurring, including stock option expenses	  	$	                	  
				
		  	 7.
	  	The sum of lines 1 through 6	  	$	                	  
			
	 C.
	  	 EBITDA (line A plus line B.7)
	  	$	                	  

 Is line C equal to or greater than the amount set forth above? 

                No, not in compliance
                                         
                            Yes, in compliance 

  
 4 









	II.	Subscription and Support Revenue (Section 6.9(b)) 

 Required:
            See chart below 
  

			
	Period	  	Software and Subscription Revenue
	March 31, 2012	  	$8,100,000
	June 30, 2012	  	$8,100,000
	September 30, 2012	  	$8,500,000
	December 31, 2012	  	$8,500,000
	Thereafter	  	 To be mutually determined

between Borrower and Bank
 based
upon Borrower’s board
 approved 2013 financial plan


 Actual: 
 Subscription and
Support Revenue                            
$                             

               No, not in compliance
                                         
                    Yes, in compliance 
  

	III.	Adjusted Quick Ratio (For purposes of the Streamline Period) 

 Required:
            Not less than 0.75:1.00 
 Actual: 

 

							
	 A.
	  	Aggregate value of the unrestricted cash and cash equivalents of Borrower	  	 	$                	  
			
	 B.
	  	Aggregate value of the net billed accounts receivable of Borrower and its Subsidiaries	  	 	$                	  
			
	 C.
	  	Quick Assets (the sum of Line A plus Line B)	  	 	$                	  
			
	 D.
	  	Aggregate value of Obligations to Bank	  	 	$                	  
			
	 E.
	  	Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness, and not otherwise reflected in line D above that matures within one
(1) year	  	 	$                	  
			
	 F.
	  	Current Liabilities (the sum of lines D and E)	  	 	$                	  
			
	 G.
	  	Advances outstanding under the Revolving Line (to the extent not already included in Current Liabilities)	  	 	$                	  
			
	 H.
	  	Aggregate value of all amounts received or invoiced by Borrower in advance of performance under contracts and not yet recognized as revenue	  	 	$                	  
			
	 I.
	  	Line F plus Line G minus Line H	  	 	$                	  
			
	 J.
	  	Adjusted Quick Ratio (line C divided by line I)	  	 	$                	  


  
 5 








 Is line I equal to or greater than 0.75:1:00? 

                
            No, not in compliance
                                         
                    Yes, in compliance 

  
 6 








 AMENDMENT NO. 2 

TO 
 AMENDED AND RESTATED

 LOAN AND SECURITY AGREEMENT 

This AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into
July 12, 2012, by and between YODLEE, INC., a Delaware corporation (“Borrower”), and SILICON VALLEY BANK (“Bank”). Capitalized terms used herein without definition shall have the same meanings
given them in the Loan Agreement (as defined below). 
 RECITALS 

 

	A.	Borrower and Bank have entered into that certain Amended and Restated Loan and Security Agreement dated as of July 13, 2011, as amended by Amendment No. 1 to Amended and Restated Loan and Security
Agreement dated as of March 2, 2012 (as the same may be further amended, restated, or otherwise modified, the “Loan Agreement”), pursuant to which the Bank has agreed to extend and make available to Borrower certain
advances of money. 

  

	B.	Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement. Borrower desires that Bank amend the Loan Agreement upon the terms and conditions more fully set forth herein.


  

	C.	Subject to the representations and warranties of Borrower herein and upon the terms and conditions set forth in this Amendment, Bank is willing to amend the Loan Agreement. 


AGREEMENT 
 Now,
therefore, in consideration of the foregoing Recitals and intending to be legally bound, the parties hereto agree as follows: 
 1.
AMENDMENTS TO LOAN AGREEMENT. 
 1.1 Section 2.1.7 (Term Loan) of the Loan Agreement. Section 2.1.7 is hereby added to
the Loan Agreement after Section 2.1.6 thereof as follows: 
 (a) Availability. Bank shall make one (1) term
loan (the “Term Loan”) available to Borrower in an amount up to the Term Loan Amount on the Amendment 2 Effective Date subject to the satisfaction of the terms and conditions of this Agreement. 

(b) Repayment. Borrower shall repay the Term Loan in thirty-six (36) equal monthly installments of principal and
interest in such amount as will fully amortize such outstanding amounts disbursed under the Term Loan over such period (the “Term Loan Payment”). Beginning on the first day of the month following the month in which the
Funding Date of the Term Loan occurs, each Term Loan Payment shall be payable on the first day of each month. Borrower’s final Term Loan Payment, due on the Term Loan Maturity Date, shall include all outstanding principal and accrued and unpaid
interest under the Term Loan. Once repaid, the Term Loan may not be reborrowed. 







 (c) Interest. Subject to Section 2.3(b), the principal amount
outstanding under the Term Loan shall accrue interest at per annum rate equal to 5.5%, which interest shall be payable monthly. 
 1.2
Section 13 (Definitions) of the Loan Agreement. The following definitions are hereby: (a) to the extent already defined in Section 13 of the Loan Agreement, amended and restated in their entirety as follows, and (b) to the
extent not already defined in Section 13 of the Loan Agreement, added to that Section: 
 “Amendment 2
Effective Date” is July 12, 2012. 
 “Credit Extension” is any Advance, Term Loan
or any other extension of credit by Bank for Borrower’s benefit.” 
 “Term Loan” is defined
in Section 2.1.7(a). 
 “Term Loan Amount” is $3,000,000. 

“Term Loan Maturity Date” is thirty-six (36) months from the Funding Date of the Term Loan. 

“Term Loan Payment” is defined in Section 2.1.7(b). 

 

	2.	BORROWER’S REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: 


(a) immediately upon giving effect to this Amendment (i) the representations and warranties contained in the Loan Documents are true,
accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Event of Default has
occurred and is continuing; 
 (b) Borrower has the corporate power and authority to execute and deliver this Amendment and to perform its
obligations under the Loan Agreement, as amended by this Amendment; 
 (c) the certificate of incorporation as amended on November 10,
2008, and the bylaws and other organizational documents of Borrower delivered to Bank on the Effective Date, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

 (d) the execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement,
as amended by this Amendment, have been duly authorized by all necessary corporate action on the part of Borrower; 
 (e) this Amendment has
been duly executed and delivered by the Borrower and is the binding obligation of Borrower, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation,
moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights; and 
 (f)
as of the date hereof, it has no defenses against the obligations to pay any amounts under the Obligations. Borrower acknowledges that Bank has acted in good faith and has conducted in a commercially reasonable manner its relationships with Borrower
in connection with this Amendment and in connection with the Loan Documents. 

  
 2 








 Borrower understands and acknowledges that Bank is entering into this Amendment in reliance upon,
and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate. 

3. LIMITATION. The amendments set forth in Section 1 of this Amendment shall be limited precisely as written and shall not
be deemed (a) to be a waiver or modification of any other term or condition of the Loan Agreement or of any other instrument or agreement referred to therein, or an agreement to forbear with respect to any breach or Event of Default thereunder,
or to prejudice any right or remedy which Bank may now have or may have in the future under or in connection with the Loan Agreement or any instrument or agreement referred to therein; or (b) to be a consent to any future amendment,
modification, forbearance, or waiver to any instrument or agreement, or to any of the provisions thereof. Except as expressly amended hereby, the Loan Agreement shall continue in full force and effect. 

4. EFFECTIVENESS. This Amendment shall become effective upon the satisfaction of all the following conditions precedent: 

4.1 Amendment. Borrower and Bank shall have duly executed and delivered this Amendment to Bank. 

4.2 Payment of Bank Expenses. Borrower shall have paid all Bank Expenses (including all reasonable attorneys’ fees and reasonable
expenses) incurred through the date of this Amendment. 
 4.3 Payment of Loan Fee. Borrower shall have paid Bank a loan fee equal to
$15,000. 
 5. COUNTERPARTS. This Amendment may be signed in any number of counterparts, and by different parties hereto in
separate counterparts, with the same effect as if the signatures to each such counterpart were upon a single instrument. All counterparts shall be deemed an original of this Amendment. 

6. INTEGRATION. This Amendment and any documents executed in connection herewith or pursuant hereto contain the entire agreement
between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, offers and negotiations, oral or written, with respect thereto and no extrinsic evidence whatsoever may be introduced in any judicial
or arbitration proceeding, if any, involving this Amendment; except that any financing statements or other agreements or instruments filed by Bank with respect to Borrowers shall remain in full force and effect. 

7. GOVERNING LAW; VENUE. THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF CALIFORNIA. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California. 

[Remainder of page intentionally left blank - signature page follows] 

  
 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Amended and
Restated Loan and Security Agreement to be executed as of the date first written above. 
  

					
	BORROWER:	 	YODLEE, INC.
		 	a Delaware corporation
			
		 	By:	  	 /s/ Marc Blouin

		 	Printed Name: Marc Blouin
		 	Title: Vice President
		
	BANK:	 	SILICON VALLEY BANK
			
		 	By:	  	 /s/ Jean Lee

		 	Printed Name: Jean Lee
		 	Title: Deal Team Leader

 -Signature Page- 

Amendment No. 2 to 
 Amended
and Restated 
 Loan and Security Agreement 







 AMENDMENT NO. 3 

TO 
 AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT 
 This AMENDMENT NO. 3 to AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
“Amendment”) is entered into this 28 day of February, 2013, by and between YODLEE, INC., a Delaware corporation (“Borrower”), and SILICON
VALLEY BANK (“Bank”). Capitalized terms used herein without definition shall have the same meanings given in the Loan Agreement (as defined below). 

RECITALS 

A. Borrower and Bank have entered into that certain Amended and Restated Loan and Security Agreement dated as of July 11, 2011 (as
amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). 
 B. Bank has
extended credit to Borrower for the purposes permitted in the Loan Agreement. 
 C. Borrower desires that Bank amend the Loan
Agreement upon the terms and conditions more fully set forth herein. Subject to the representations, warranties and covenants of Borrower herein and upon the terms and conditions set forth in this Amendment, Bank is willing to so amend the Loan
Agreement. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 
  

	 	1.	Amendments to Loan Agreement. 

 1.1. Section 6.9 (Financial Covenant).
Section 6.9 of the Loan Agreement is amended and restated in its entirety as follows: 
 “6.9 Financial Covenants.

 (a) EBITDA. Maintain on a trailing six months basis, measured as of the last day of each fiscal quarter specified below,
EBITDA of at least the amount set forth below opposite the period then ended: 
  

			
	 Fiscal Quarter Ending
	  	 Minimum EBITDA

	March 31, 2013	  	($350,000)
	June 30, 2013	  	($4,200,000)
	September 30, 2013	  	($1,300,000)
	December 31, 2013	  	$3,000,000
	Thereafter	  	 To be mutually determined between

Borrower and Bank based upon

Borrower’s board approved 2014

financial plan









 (b) Subscription and Support Revenue. Maintain, measured as of the last day of each
fiscal quarter specified below, Subscription and Support Revenue of at least the amount set forth below opposite the period then ended: 
  

			
	 Fiscal Quarter Ending
	  	 Subscription and Support Revenue

	March 31, 2013	  	$9,000,000
	June 30, 2013	  	$9,500,000
	September 30, 2013	  	$10,000,000
	December 31, 2013	  	$10,500,000
	Thereafter	  	 To be mutually determined between

Borrower and Bank based upon

Borrower’s board approved 2014

financial plan


 1.2. Exhibit C (Compliance Certificate). Exhibit C to the Loan Agreement is amended and restated in its
entirety and replaced with Exhibit A hereto. 
 2. Limitation. The amendments set forth in this Amendment shall be
limited precisely as written and shall not be deemed (a) to be a forbearance, waiver or modification of any other term or condition of the Loan Agreement or of any other instrument or agreement referred to therein or to prejudice any right or
remedy which Bank may now have or may have in the future under or in connection with the Loan Agreement or any instrument or agreement referred to therein; (b) to be a consent to any future amendment or modification, forbearance or waiver to
any instrument or agreement the execution and delivery of which is consented to hereby, or to any waiver of any of the provisions thereof; or (c) to limit or impair Bank’s right to demand strict performance of all terms and covenants as of
any date. Except as expressly amended hereby, the Loan Agreement shall continue in full force and effect. 
 3. Representations and
Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows: 
 3.1.
Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such
representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing; 

  
 2 








 3.2. Borrower has the power and authority to execute and deliver this Amendment and to
perform its obligations under the Loan Agreement; 
 3.3. The organizational documents of Borrower remain true, accurate and complete
and have not been amended, supplemented or restated and are and continue to be in full force and effect; 
 3.4. The execution
and delivery by Borrower of this Amendment and the performance by Borrower of the obligations under the Loan Agreement have been duly authorized; 

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

3.6. The execution and delivery by Borrower of this Amendment and the performance by Borrower of the obligations under the Loan
Agreement do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower,
except as already has been obtained or made; and 
 3.7. This Amendment has been duly executed and delivered by Borrower and is
the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general
application and equitable principles relating to or affecting creditors’ rights. 
 4. Counterparts. This Amendment may
be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 

5. Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery of this Amendment by each party
hereto and delivery of same to Bank, and (b) payment by Borrower of all Bank Expenses (including all reasonable attorneys’ fees and reasonable expenses) incurred through the date of this Amendment. 

  
 3 








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

							
	 BORROWER:
	 		 	YODLEE, INC., a Delaware corporation
				
		 		 	By:	 	 /s/ Marc Blouin

		 		 	Printed Name: Marc Blouin
		 		 	Title: CFO
			
	 BANK:
	 		 	SILICON VALLEY BANK
				
		 		 	By:	 	 /s/ Jean Lee

		 		 	Printed Name: Jean Lee
		 		 	Title: Deal Team Leader








 Exhibit A 

EXHIBIT C 

COMPLIANCE CERTIFICATE 
  

							
	TO:	  	SILICON VALLEY BANK	  	Date:	  	  

	FROM:	  	YODLEE, INC.	  		  	

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

 

					
	 Reporting Covenant
	  	 Required
	  	 Complies

	Accounts receivable agings and reconciliations, aged by invoice date, accounts payable agings and transaction report + BB	  	Weekly and each time an Advance is made; unless during a Streamline Period then monthly	  	Yes    No
			
	Monthly company prepared financial statements in accordance with GAAP + CC + waterfall analysis	  	Monthly within 30 days of month end	  	Yes    No
			
	Annual Plan (including income statements, balance sheets, and cash flow statements, each of the foregoing, by month) for the upcoming fiscal year	  	As updated, but no later than 31 days after FYE.	  	Yes    No
			
	Annual financial statements certified by, and with an unqualified opinion of, independent CPA	  	Annually, within 180 days after FYE	  	Yes    No
			
	 Bookings report
	  	Quarterly within 30 days of month end.	  	Yes    No

  

									
	 Financial Covenant
	  	 Required
	  	Actual	 	  	 Complies

	 Maintain on a Quarterly Basis:
	  		  				  	
	 Minimum Trailing Six Month EBITDA
	  	(See Schedule 1)	  	 	        :1.0	  	  	Yes    No
	 Minimum Subscription and Support Revenue
	  	(See Schedule 1)	  	$	        	  	  	Yes    No


  
 2 









					
	 Streamline Period
	  	 Applies

	 Monthly Adjusted Quick Ratio
	  	Not less than 0.75:1.00	  	Yes      No

 The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and
accurate as of the date of this Certificate. 
 The following are the exceptions with respect to the certification above: (If no exceptions
exist, state “No exceptions to note.”) 
  
  

 
  
  

 
  

									
	YODLEE, INC.	 		 	BANK USE ONLY
					
		 		 		 	Received by:	 	  

	By:	 	  
	 		 		 	AUTHORIZED SIGNER  
	Name:	 	  
	 		 	Date:	 	  

	Title:	 	  
	 		 		 	
		 		 		 	Verified:	 	  

		 		 		 		 	AUTHORIZED SIGNER  
		 		 		 	Date:	 	  

		 		 		 	Compliance Status:	 	Yes      No


  
 3 








 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.	EBITDA (Section 6.9(a)) 

  

	Required:	        See chart below 

  

			
	Period	  	EBITDA
	 March 31, 2013
	  	($350,000)
	 June 30, 2013
	  	($4,200,000)
	 September 30, 2013
	  	($1,300,000)
	 December 31, 2013
	  	$3,000,000
	 Thereafter
	  	To be mutually determined between Borrower and Bank based upon Borrower’s board approved 2014 financial plan

 Actual: 
  

											
	A.	 	Net Income	  	$	 	  	 	 
				
	B.	 	To the extent included in the determination of Net Income	  	$	 	  	 	 
					
		 	1.	  	The provision for income taxes	  	$	 	  	 	 
					
		 	2.	  	Depreciation expense	  	$	 	  	 	 
					
		 	3.	  	Amortization expense	  	$	 	  	 	 
					
		 	4.	  	Net Interest Expense	  	$	 	  	 	 
					
		 	5.	  	Unrealized foreign exchange gains and losses	  	$	 	  	 	 
					
		 	6.	  	All other charges which are both non-cash and non-recurring, including stock option expenses	  	$	 	  	 	 
					
		 	7.	  	The sum of lines 1 through 6	  	$	 	  	 	 
				
	C.	 	EBITDA (line A plus line B.7)	  	$	 	  	 	 

 Is line C equal to or greater than the amount set forth above? 

                No, not in compliance
                                         
                                         
                           Yes, in compliance 

  
 4 









	II.	Subscription and Support Revenue (Section 6.9(b)) 

 Required:
        See chart below 
  

			
	Period	  	Software and Subscription Revenue
	 March 31, 2013
	  	$9,000,000
	 June 30, 2013
	  	$9,500,000
	 September 30, 2013
	  	$10,000,000
	 December 31, 2013
	  	$10,500,000
	 Thereafter
	  	To be mutually determined between Borrower and Bank based upon Borrower’s board approved 2014 financial plan

 Actual: 
 Subscription and
Support Revenue        $                     

                 No, not in compliance
                                         
                               Yes, in compliance 

 

	III.	Adjusted Quick Ratio (For purposes of the Streamline Period) 


Required:        Not less than 0.75:1.00 

Actual: 
  

									
	A.	  	Aggregate value of the unrestricted cash and cash equivalents of Borrower	  	$	 	  	  	 
				
	B.	  	Aggregate value of the net billed accounts receivable of Borrower and its Subsidiaries	  	$	 	  	  	 
				
	C.	  	Quick Assets (the sum of Line A plus Line B)	  	$	 	  	  	 
				
	D.	  	Aggregate value of Obligations to Bank	  	$	 	  	  	 
				
	E.	  	Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness, and not otherwise reflected in line D above that matures within one
(1) year	  	$	 	  	  	 
				
	F.	  	Current Liabilities (the sum of lines D and E)	  	$	 	  	  	 
				
	G.	  	Advances outstanding under the Revolving Line (to the extent not already included in Current Liabilities)	  	$	 	  	  	 
				
	H.	  	Aggregate value of all amounts received or invoiced by Borrower in advance of performance under contracts and not yet recognized as revenue	  	$	 	  	  	 
				
	I.	  	Line F plus Line G minus Line H	  	$	 	  	  	 
				
	J.	  	Adjusted Quick Ratio (line C divided by line I)	  	$	 	  	  	 


  
 5 








 Is line I equal to or greater than 0.75:1:00? 

                     No, not in compliance
                                         
                   Yes, in compliance 

  
 6 








 AMENDMENT NO. 4 

TO 
 AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT 
 This AMENDMENT NO. 4 to AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
“Amendment”) is entered into this [    ] day of August, 2013, by and between YODLEE, INC., a Delaware corporation (“Borrower”), and SILICON VALLEY BANK
(“Bank”). Capitalized terms used herein without definition shall have the same meanings given in the Loan Agreement (as defined below). 

RECITALS 
 A. Borrower and
Bank have entered into that certain Amended and Restated Loan and Security Agreement dated as of July 13, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). 

B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement. 

C. Borrower desires that Bank amend the Loan Agreement upon the terms and conditions more fully set forth herein. Subject to the
representations, warranties and covenants of Borrower herein and upon the terms and conditions set forth in this Amendment, Bank is willing to so amend the Loan Agreement. 

AGREEMENT 
 NOW,
THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows; 

1. Amendments to Loan Agreement. 

1.1. Section 2.1.6 (Equipment C Advances). Section 2.1.6(d) of the Loan Agreement is amended and restated in its entirety as
follows: 
 “(d) Interest. Subject to Section 2.3(b), the principal amount outstanding for each Equipment C Advance shall
accrue interest at a per annum rate equal to 5.0%, which interest shall be payable monthly on the first day of each month.” 
 1.2.
Section 2.1.7 (Term Loan). Section 2.1.7(c) of the Loan Agreement is amended and restated in its entirety as follows: 

“(c) Interest. Subject to Section 2.3(b), the principal amount outstanding under the Term Loan shall accrue interest at a per
annum rate equal to 5.0%, which interest shall be payable monthly on the first day of each month.” 







 1.3. Section 2.1.8 (Term Loan B Advances). Section 2.1.8 is hereby added to the
Loan Agreement after Section 2.1.7 thereof as follows: 
 “2.1.8 Term Loan B Advances. 

(a) Availability. Bank shall make one (1) term loan (the “Term Loan B”) available to
Borrower in an amount up to the Term Loan B Amount on the Amendment 4 Effective Date subject to the satisfaction of the terms and conditions of this Agreement. 

(b) Repayment. Borrower shall pay only interest on the Term Loan B for the first six (6) months following the
Amendment 4 Effective Date and thereafter the Term Loan B shall be repaid in thirty-six (36) equal monthly installments of principal and interest in such amount as will fully amortize such outstanding amounts disbursed under the Term Loan B
over such period (the “Term Loan B Payment”). Beginning on the first day of the month following the month in which the Funding Date of the Term Loan B occurs, each Term Loan B Payment shall be payable on the first day of each
month. Borrower’s final Term Loan B Payment, due on the Term Loan B Maturity Date, shall include all outstanding principal and accrued and unpaid interest under the Term Loan B. Once repaid, the Term Loan B may not be reborrowed. 

(c) Interest. Subject to Section 2.3(b), the principal amount outstanding under the Term Loan B shall accrue
interest at a per annum rate equal to 5.0%, which interest shall be payable monthly on the first day of each month.” 
 1.4.
Section 2.3 (Payment of Interest on the Credit Extensions). Section 2.3(a) of the Loan Agreement is amended and restated in its entirety as follows: 

“(a) Advances. Subject to Section 2.3(b), the principal amount outstanding under the Revolving Line shall
accrue interest at a floating per annum rate equal to 125 basis points (1.25%) above the Prime Rate, which interest shall be payable monthly in accordance with Section 2.3(e) below.” 

1.5. Section 2.4 (Fees). Sections 2.4(a) and 2.4(e) of the Loan Agreement are amended and restated in their entirety as follows:

 “(a) Loan Fee. A fully earned, non-refundable loan fee of $50,000 on March 17, 2014 and each anniversary
thereafter; and” 
 “(e) [Reserved].” 

1.6. Section 6.2 (Financial Statements, Reports, Certificates). Sections 6.2(a) and 6.2(d) of the Loan Agreement are amended and
restated in their entirety as follows: 
 “(a) Monthly accounts receivable agings and reconciliations, aged by invoice
date, and accounts payable agings, and transaction reports, together with a waterfall analysis (showing initiatives, renewals, signed and deployed, signed not deployed, new bookings, and variables from renewals and signed contracts), delivered to
Bank no later than thirty (30) days after the last day of each month;” 
 “(d) within forty-five
(45) days after the end of each fiscal year of Burrower, annual financial projections in the form provided to Borrower’s investors for such fiscal year as approved by Borrower’s board of directors; and” 

  
 2 








 1.7. Section 6.3(e) (Collection of Accounts). Section 6.3(c) of the Loan
Agreement is amended and restated in its entirety as follows: 
 “(c) Collection of Accounts. Borrower shall have
the right to collect all Accounts, unless and until an Event of Default has occurred and is continuing. Bank shall require that all proceeds of Accounts be deposited by Borrower into a lockbox account, or such other “blocked account” as
specified by Bank, pursuant to a blocked account agreement in such form as Bank may specify in its good faith business judgment. Whether or not an Event of Default has occurred and is continuing, Borrower shall immediately deliver all payments on
and proceeds of Accounts to an account maintained with Bank to be applied (i) prior to an Event of Default, pursuant to the terms of Section 2.5(b) hereof, and (ii) after the occurrence and during the continuance of an Event of
Default, pursuant to the terms of Section 9.4 hereof,” 
 1.8. Section 6.9 (Financial Covenant). Section 6.9(a)
of the Loan Agreement is amended and restated in its entirety as follows: 
 “(a) EBITDA. Maintain on a trailing
six months basis, measured as of the last day of each fiscal quarter specified below, EBITDA of at least the amount set forth below opposite the period then ended: 
  

			
	 Fiscal Quarter Ending
	 	 Minimum EBITDA

	September 30, 2013	 	($1,300,000)
	December 31, 2013	 	$2,000,000
	Thereafter	 	To be mutually determined
between Borrower and
Bank based upon
Borrower’s board
approved 2014 financial plan

 1.9. Section 13.1 (Definitions) of the Loan Agreement. The following definitions are hereby
(a) to the extent already defined in Section 13.1 of the Loan Agreement, amended and restated in their entirety as follows, and (b) to the extent not already defined in Section 13 of the Loan Agreement, added to that Section:

 ““Amendment 4 Effective Date” is [            ],
2013.” 
 ““Borrowing Base” is (a) $3,000,000 provided, however, that Borrower maintains an
Adjusted Quick Ratio equal to or greater than 0.75:1.00, plus (b) trailing three-month Subscription and Support Revenue; provided, however, that Bank may, upon fifteen (15) days prior written notice, decrease the foregoing in its
good faith business judgment based on events, conditions, contingencies, or risks which, as determined by Bank may adversely affect Collateral.” 

““Credit Extension” is any Advance, Term Loan, Term Loan B or any other extension of credit by Bank for
Borrower’s benefit” 
 ““Revolving Line Maturity Date” is March 17, 2015. 

  
 3 








 ““Term Loan B” is defined in Section 2.1.7(a).” 

““Term Loan B Amount” is $3,000,000.” 

““Term Loan B Maturity Date” is forty-two (42) months from the Funding Date of the Term Loan B.” 

““Term Loan B Payment” is defined in Section 2.1.8(b).” 

1.10. Section 13.1 (Definitions). The definition, “Streamline Period” in Section 13.1 of the Loan Agreement
is deleted in its entirety. 
 1.11. Omnibus Amendment. All references to Streamline Trigger shall be deleted from the Loan Agreement
and any provision or document containing such reference shall be construed and interpreted to express the intent of the parties as set forth in this Amendment, 

1.12. Exhibit C (Compliance Certificate). Exhibit C to the Loan Agreement is amended and restated in its entirety and replaced with
Exhibit A hereto. 
 2. Limitation. The amendments set forth in this Amendment shall be limited precisely as written and
shall not be deemed (a) to be a forbearance, waiver or modification of any other term or condition of the Loan Agreement or of any other instrument or agreement referred to therein or to prejudice any right or remedy which Bank may now have or
may have in the future under or in connection with the Loan Agreement or any instrument or agreement referred to therein; (b) to be a consent to any future amendment or modification, forbearance or waiver to any instrument or agreement the
execution and delivery of which is consented to hereby, or to any waiver of any of the provisions thereof; or (c) to limit or impair Bank’s right to demand strict performance of all terms and covenants as of any date. Except as expressly
amended hereby, the Loan Agreement shall continue in full force and effect. 
 3. Representations and Warranties. To induce Bank to
enter into this Amendment, Borrower hereby represents and warrants to Bank as follows: 
 3.1. Immediately after giving effect to
this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier
date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing; 
 3.2.
Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement; 

3.3. The organizational documents of Borrower remain true, accurate and complete and have not been amended, supplemented or restated
and are and continue to be in full force and effect; 
 3.4. The execution and delivery by Borrower of this Amendment and the
performance by Borrower of the obligations under the Loan Agreement have been duly authorized; 
 3.5. The execution and delivery by
Borrower of this Amendment and the performance by Borrower of the obligations under the Loan Agreement do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person
binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 

  
 4 








 3.6. The execution and delivery by Borrower of this Amendment and the performance by
Borrower of the obligations under the Loan Agreement do not require any order, consent, approval, license, authorization or validation of, of filing, recording or registration with, or exemption by any governmental or public body or authority, or
subdivision thereof, binding on Borrower, except as already has been obtained or made; and 
 3.7. This Amendment has been duly
executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium
or other similar laws of general application and equitable principles relating to or affecting creditors’ rights. 
 4.
Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 

5. Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery of this Amendment by each party
hereto and delivery of seine to Bank and (b) payment by Borrower of all Bank Expenses (including all reasonable attorneys’ fees and reasonable expenses) incurred through the date of this Amendment. 

6. Integration. This Amendment and any documents executed in connection herewith or pursuant hereto contain the entire agreement
between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, offers and negotiations, oral or written, with respect thereto and no extrinsic evidence whatsoever may be introduced in any judicial
or arbitration proceeding, if any, involving this Amendment; except that any financing statements or other agreements or instruments filed by Bank with respect to Borrower shall remain in full force and effect. 

7. Governing Law; Venue. THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California. 

  
 5 








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

							
	BORROWER:	 		 	YODLEE, INC., a Delaware corporation
				
		 		 	By:	 	 /s/ Mike Armsby

		 		 	Printed Name:	 	 Mike Armsby

		 		 	Title: 	 	 CFO

			
	BANK:	 		 	SILICON VALLEY BANK
				
		 		 	By: 	 	 /s/ Lane Bruno

		 		 	Printed Name:	 	 Lane Bruno

		 		 	Title: 	 	 VP


 [Signature Page to Amendment No. 4 to 

Amended and Restated Loan and Security Agreement] 







 Exhibit A 

EXHIBIT C 

COMPLIANCE CERTIFICATE 
  

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

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

 

					
	 Reporting Covenant
	  	 Required
	  	Complies
	Accounts receivable agings and reconciliations, aged by invoice date, accounts payable agings and transaction reports, + BB	  	Monthly within 30 days of month end.	  	Yes    No
			
	Monthly company prepared financial statements in accordance with GAAP + CC + waterfall analysis	  	Monthly within 30 days of month end	  	Yes    No
			
	Annual Plan (including income statements, balance sheets, and cash flow statements, each of the foregoing, by month) for the upcoming fiscal year	  	As updated, but no later than 45 days after FYE.	  	Yes    No
			
	Annual financial statements certified by, and with an unqualified opinion of, independent CPA	  	Annually, within 180 days after FYE	  	Yes    No
			
	Bookings report	  	Quarterly within 30 days of month end.	  	Yes    No


  
 2 









											
	 Financial Covenant
	  	Required	 	 	    Actual    	 	  	Complies
	 Maintain on a Quarterly Basis:
	  				 				  	
	 Minimum Trailing Six Month EBITDA
	  	 	(See Schedule 1	) 	 	$	 	  	  	Yes    No
	 Minimum Subscription and Support Revenue
	  	 	(See Schedule 1	) 	 	$	 	  	  	Yes    No

 The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and
accurate as of the date of this Certificate. 
 The following are the exceptions with respect to the certification above: (If no exceptions
exist, state “No exceptions to note.”) 
  

									
	YODLEE, INC.	 		  	BANK USE ONLY
					
		 		 		  	Received by:	 	  

		 		 		  		 	AUTHORIZED SIGNER
					
	By:	 	  
	 		  	Date:	 	  

					
	Name:	 	  
	 		  	Verified:	 	  

		 		 		  		 	AUTHORIZED SIGNER
	Title:	 	  
	 		  		 	
		 		 		  	Date:	 	  

				
		 		 		  	Compliance Status:        Yes        No


  
 3 








 Schedule I 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.	EBITDA (Section 6.9(a)) 

 Required:         See chart
below 
  

			
	 Period
	 	 EBITDA

		
	September 30, 2013	 	($1,300,000)
		
	December 31, 2013	 	$2,000,000
		
	Thereafter	 	To be mutually determined between
Borrower and Bank based upon
Borrower’s board approved 2014
financial plan

  

									
	 Actual: 
	  		  	
				
	A.	    	Net Income	  	$	  	 
				
	B.	    	 To the extent included in the determination of Net Income
	  		  	
					
		    	1.	  	The provision for income taxes	  	$	  	 
					
		    	2.	  	Depreciation expense	  	$	  	 
					
		    	3.	  	Amortization expense	  	$	  	 
					
		    	4.	  	Net Interest Expense	  	$	  	 
					
		    	5.	  	Unrealized foreign exchange gains and losses	  	$	  	 
					
		    	6.	  	All other charges which are both non-cash and non-recurring, including stock option expenses	  	$	  	 
					
		    	7.	  	The sum of lines 1 through 6	  	$	  	 
				
	C.	    	EBITDA (line A plus line B.7)	  		  	

 Is line C equal to or greater than the amount set forth above? 

                      
 No, not in compliance
                                         
    Yes, in compliance 

  
 4 








 AMENDMENT NO. 5 

TO 
 AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT 
 This AMENDMENT NO. 5 to AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
“Amendment”) is entered into this [    ] day of February, 2014, by and between YODLEE, INC., a Delaware corporation (“Borrower”), and SILICON VALLEY BANK
(“Bank”). Capitalized terms used herein without definition shall have the same meanings given in the Loan Agreement (as defined below). 

RECITALS 
 A.
Borrower and Bank have entered into that certain Amended and Restated Loan and Security Agreement dated as of July 13, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”).

 B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement. 

C. Borrower has requested that Bank amend the Loan Agreement to (i) establish financial covenant levels set forth in
Section 6.9 of the Loan Agreement and (ii) make certain other revisions to the Loan Agreement as more fully set forth herein. 

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

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 
 1. Amendments to Loan Agreement.

 1.1. Section 6.9 (Financial Covenant). Section 6.9 of the Loan Agreement is amended and restated in its entirety as
follows: 
 “(a) EBITDA. Maintain on a trailing six months basis, measured as of the last day of each fiscal
quarter specified below, EBITDA of at least the amount set forth below opposite the period then ended: 
  

			
	 Fiscal Quarter Ending
	 	 Minimum EBITDA

	 March 31, 2014
	 	$1,500,000
	 June 30, 2014
	 	($3,400,000)
	 September 30, 2014
	 	($1,500,000)
	 December 31, 2014
	 	$3,400,000
	 Thereafter
	 	To be mutually determined between
Borrower and Bank based upon
Borrower’s board approved 2015
financial plan








 (b) Subscription and Support Revenue. Maintain, measured as of the last
day of each fiscal quarter specified below, Subscription and Support Revenue of at least the amount set forth below opposite the period then ended: 
  

			
	 Fiscal Quarter Ending
	 	 Subscription and

Support Revenue

	 March 31, 2014
	 	$12,000,000
	 June 30, 2014
	 	$12,750,000
	 September 30, 2014
	 	$15,000,000
	 December 31, 2014
	 	$17,500,000
	 Thereafter
	 	To be mutually determined between 
Borrower and Bank based upon
Borrower’s board approved 2015
financial plan

 1.2. Section 13.1 (Definitions) of the Loan Agreement. The following definition is hereby amended
and restated in its entirety as follows: 
 ““EBITDA” shall mean (a) Net Income, plus
(b) Interest Expense, plus, without duplication, to the extent deducted in the calculation of Net Income, (c) depreciation expenses and amortization expense, plus (d) income tax expense, plus (e) all non-cash expenses including,
but not limited to, any stock option expenses and unrealized foreign exchange gains and losses, plus (f) one-time transaction fees, costs and expenses incurred in fiscal year 2014 and in connection with the Borrower’s initial public
offering in an aggregate amount not to exceed $1,000,000.” 
 1.3. Exhibit C (Compliance Certificate). Exhibit C to the Loan
Agreement is amended and restated in its entirety and replaced with Exhibit A hereto. 

  
 2 








 2. Limitation. The amendments set forth in this Amendment shall be limited precisely as
written and shall not be deemed (a) to be a forbearance, waiver or modification of any other term or condition of the Loan Agreement or of any other instrument or agreement referred to therein or to prejudice any right or remedy which Bank may
now have or may have in the future under or in connection with the Loan Agreement or any instrument or agreement referred to therein; (b) to be a consent to any future amendment or modification, forbearance or waiver to any instrument or
agreement the execution and delivery of which is consented to hereby, or to any waiver of any of the provisions thereof; or (c) to limit or impair Bank’s right to demand strict performance of all terms and covenants as of any date. Except
as expressly amended hereby, the Loan Agreement shall continue in full force and effect. 
 3. Representations and Warranties. To
induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows: 
 3.1. Immediately after
giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties
relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing; 

3.2. Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan
Agreement; 
 3.3. The Operating Documents of Borrower remain true, accurate and complete and have not been amended, supplemented or
restated and are and continue to be in full force and effect; 
 3.4. The execution and delivery by Borrower of this Amendment and
the performance by Borrower of the obligations under the Loan Agreement have been duly authorized; 
 3.5. The execution and delivery
by Borrower of this Amendment and the performance by Borrower of the obligations under the Loan Agreement do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a
Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the Operating Documents of Borrower; 

3.6. The execution and delivery by Borrower of this Amendment and the performance by Borrower of the obligations under the Loan
Agreement do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower,
except as already has been obtained or made; 
 3.7. This Amendment has been duly executed and delivered by Borrower and is the
binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application
and equitable principles relating to or affecting creditors’ rights; and 

  
 3 








 3.8. as of the date hereof, it has no defenses against the obligations to pay any amounts
under the Obligations. Borrower acknowledges that Bank has acted in good faith and has conducted in a commercially reasonable manner its relationships with Borrower in connection with this Amendment and in connection with the Loan Documents. 

Borrower understands and acknowledges that Bank is entering into this Amendment in reliance upon, and in partial consideration for, the above representations
and warranties, and agrees that such reliance is reasonable and appropriate. 
 4. Counterparts. This Amendment may be executed in
any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 
 5.
Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery of this Amendment by each party hereto and delivery of same to Bank, and (b) payment by Borrower of all Bank Expenses (including all
reasonable attorneys’ fees and reasonable expenses) incurred through the date of this Amendment. 
 6. Integration. This
Amendment and any documents executed in connection herewith or pursuant hereto contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, offers and negotiations,
oral or written, with respect thereto and no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding, if any, involving this Amendment; except that any financing statements or other agreements or instruments filed
by Bank with respect to Borrower shall remain in full force and effect. 
 7. Governing Law; Venue. THIS AMENDMENT SHALL BE GOVERNED
BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California. 

  
 4 








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

							
	BORROWER:	 		 	YODLEE, INC., a Delaware corporation
				
		 		 	By:	 	 /s/ Mike Armsby

		 		 	Print Name:	 	Mike Armsby
		 		 	Title:	 	CFO
			
	BANK:	 		 	SILICON VALLEY BANK
				
		 		 	By:	 	 /s/ Lane Bruno

		 		 	Print Name:	 	Lane Bruno
		 		 	Title: 	 	VP

 [Signature Page to Amendment No. 5 to 

Amended and Restated Loan and Security Agreement] 







 Exhibit A 

EXHIBIT C 

COMPLIANCE CERTIFICATE 
  

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

 The undersigned Chief Financial Officer, Chief Executive Officer, Vice President, Finance or Controller of Yodlee, Inc.
(“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): 

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

 

					
	 Reporting Covenant
	  	Required	  	Complies
	 Accounts receivable agings and reconciliations, aged by invoice date, accounts payable agings and transaction reports, + BB
	  	Monthly within 30 days of
month end.	  	Yes     No
			
	 Monthly company prepared financial statements in accordance with GAAP + CC + waterfall analysis
	  	Monthly within 30 days of
month end	  	Yes     No
			
	 Annual Plan (including income statements, balance sheets, and cash flow statements, each of the foregoing, by month) for the upcoming
fiscal year
	  	As updated, but no later
than 45 days after FYE.	  	Yes     No
			
	 Annual financial statements certified by, and with an unqualified opinion of, independent CPA
	  	Annually, within 180 days
after FYE	  	Yes     No
			
	 Bookings report
	  	Quarterly within 30 days
of month end.	  	Yes     No


  
 2 









									
	 Financial Covenant
	  	Required	 	Actual	 	  	Complies
	 Maintain on a Quarterly Basis:
	  		 				  	
	 Minimum Trailing Six Month EBITDA
	  	(See Schedule 1)	 	$	 	  	  	Yes     No
	 Minimum Subscription and Support Revenue
	  	(See Schedule 1)	 	$	 	  	  	Yes     No

 The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and
accurate as of the date of this Certificate. 
 The following are the exceptions with respect to the certification above: (If no exceptions
exist, state “No exceptions to note.”) 
  
  

 
  
  

 
  

 
  

									
			
	YODLEE, INC.	 		 	BANK USE ONLY
					
		 		 		 	Received by:	 	  

		 		 		 		 	AUTHORIZED SIGNER
					
	By:	 	  
	 		 	Date:	 	  

					
	Name:	 	  
	 		 	Verified:	 	  

		 		 		 		 	AUTHORIZED SIGNER
					
	Title:	 	  
	 		 		 	
					
		 		 		 	Date:	 	  

				
		 		 		 	Compliance Status:         Yes         No


  
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 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.	EBITDA (Section 6.9(a)) 


Required:             See chart below 

 

			
	 Fiscal Quarter Ending
	  	 Minimum EBITDA

	March 31, 2014	  	$1,500,000
	June 30, 2014	  	($3,400,000)
	September 30, 2014	  	($1,500,000)
	December 31, 2014	  	$3,400,000
	Thereafter	  	 To be mutually determined

between Borrower and Bank based

upon Borrower’s board approved

2015 financial plan


  

					
	Actual:	  	
			
	 A.     
	  	Net Income	  	$                    
			
	 B.     
	  	Interest Expense	  	
			
	 C.     
	  	To the extent deducted in the calculation of Net Income, depreciation expense and amortization expense	  	$                    
			
	 E.     
	  	Income tax expense	  	$                    
			
	 F.      
	  	All non-cash expenses, including, but not limited to any stock option expenses and unrealized foreign exchange gains and losses	  	$                    
			
	 F.      
	  	One-time transaction fees, costs and expenses incurred in fiscal year 2014 and in connection with the Borrower’s initial public offering in an aggregate amount not to exceed $1,000,000	  	$                    
			
	 G.     
	  	EBITDA (the sum of lines A through F)	  	$                    

 Is line G equal to or greater than the amount set forth above? 

             No, not in compliance
                             Yes, in
compliance                         

  
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	II.	Subscription and Support Revenue (Section 6.9(b)) 

 Required: See chart below 

 

			
	 Fiscal Quarter Ending
	 	 Subscription and

Support Revenue

	March 31, 2014	 	$12,000,000
	June 30, 2014	 	$12,750,000
	September 30, 2014	 	$15,000,000
	December 31, 2014	 	$17,500,000
	Thereafter	 	To be mutually determined between
Borrower and Bank based upon
Borrower’s board approved 2015
financial plan

 Actual: 
 Subscription and
Support
Revenue                                        
    $                 

                 No, not in compliance
                                         
                                         
                                         
 Yes, in compliance 
  

	III.	Adjusted Quick Ratio (For purposes of the Borrowing Base) 

 Required:
                Not less than 0.75:1.00 
  

			
	Actual:	  	
		
	 A.     Aggregate value of the unrestricted cash and cash equivalents of Borrower
	  	$                
		
	 B.     Aggregate value of the net billed accounts receivable of Borrower and its Subsidiaries
	  	$                
		
	 C.     Quick Assets (the sum of Line A plus Line B)
	  	$                
		
	 D.     Aggregate value of Obligations to Bank
	  	$                
		
	 E.     Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s
consolidated balance sheet, including all Indebtedness and not otherwise reflected in line D above that matures within one (1) year
	  	$                
		
	 F.      Current Liabilities (the sum of lines D and E)
	  	$                
		
	 G.     Advances outstanding under the Revolving Line (to the extent not already included in Current
Liabilities)
	  	$                


  
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	H.	  	Aggregate value of all amounts received or invoiced by Borrower in advance of performance under contracts and not yet recognized as revenue	  	$	 	 
				
	 I.
	  	Line F plus Line G minus Line H	  	$	 	 
				
	J.	  	Adjusted Quick Ratio (line C divided by line I)	  	$	 	 

 Is line J equal to or greater than 0.75:1:00? 
  

	                  No, not in compliance 
	
                        
                                         
   Yes, in compliance 



  
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