Amended and Restated Loan and Security Agreement



 Exhibit 10.12 
 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 
 THIS AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 21, 2012 (the “Effective Date”) among (a) SILICON VALLEY BANK, a California corporation with a loan production office
located at 505 Fifth Avenue, 11th Floor, New York, New York 10017 (“Bank”), and (a) REVAL.COM, INC., a Delaware corporation (“Reval.com”), and (b) FXPRESS CORPORATION, a Pennsylvania
corporation (“FXpress”, and together with Reval.com, jointly and severally, individually and collectively, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This
Agreement amends and restates in its entirety the terms and conditions of that certain Loan and Security Agreement among Borrower and Bank dated as of June 12, 2009, (as amended, supplemented or otherwise modified from time to time, the
“Prior Loan Agreement”). The parties agree as follows: 
 1 ACCOUNTING AND OTHER TERMS

 Accounting terms not defined in this Agreement shall be construed following GAAP. Except as otherwise specified,
calculations and determinations must be made following GAAP. All financial covenant calculations shall be computed on a consolidated basis. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in
Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. 

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

(a) Availability. Subject to the terms and conditions of this Agreement, Bank shall make Advances not exceeding the Availability
Amount. Amounts borrowed under the Revolving Line may be repaid and, prior to the Revolving Line Maturity Date, reborrowed, subject to the applicable terms and conditions precedent 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 Prior Term Loan. 
 (a) Availability. Borrower is obligated to
Bank for the 2012 Term Loan Advance (as defined in the Prior Loan Agreement, which shall be defined herein as the “Prior Term Loan”), made by Borrower to Bank pursuant to Section 2.1.7 of the Prior Loan Agreement. Borrower
acknowledges that, as of the Effective Date, the outstanding principal amount of the Prior Term Loan is Five Million Dollars ($5,000,000.00). Borrower acknowledges and agrees there is no availability under the Prior Term Loan, and no amount of the
Prior Term Loan may be reborrowed. 
 (b) Interest Payments. Commencing on April 1, 2012, and continuing on each
Payment Date thereafter, Borrower shall make monthly payments of interest on the Prior Term Loan at the rate set forth in Section 2.3(a)(ii). 
 (c) Repayment. Commencing on January 1, 2013 and continuing on the Payment Date of each month thereafter, the Prior Term Loan is payable in: (i) thirty six (36) consecutive equal
monthly payments of principal, plus (ii) monthly payments of accrued interest at the rate set forth in Section 2.3(a)(ii). All unpaid principal and accrued interest and any other outstanding Obligations with respect to the Prior Term Loan
is due and payable in full on the Prior Term Loan Maturity Date. 
 (d) Mandatory Prepayment Upon an Acceleration. If the
Prior Term Loan is accelerated following the occurrence of an Event of Default or otherwise, Borrower shall immediately pay to Bank an amount 







 
equal to the sum of: (i) all outstanding principal under the Prior Term Loan, plus accrued interest, plus (ii) the Prepayment Premium, plus (iii) all other sums, if any, that shall
have become due and payable, including interest at the Default Rate with respect to any past due amounts. 
 (e) Permitted
Prepayment of the Prior Term Loan. Borrower shall have the option to prepay all, but not less than all, of the Prior Term Loan, provided Borrower (i) provides written notice to Bank of its election to prepay the Prior Term Loan at least
thirty (30) days prior to such prepayment, and (ii) pays, on the date of such prepayment (A) all outstanding principal under the Prior Term Loan, plus accrued interest, (B) the Prepayment Premium, and (C) all other sums, if
any, that shall have become due and payable, including interest at the Default Rate with respect to any past due amounts. 

2.2 Overadvances. If, at any time, the sum of (a) the outstanding principal amount of any Advances, plus (b) the
aggregate amount of any Reserves exceeds the lesser of either the Revolving Line or the Borrowing Base, Borrower shall immediately pay to Bank in cash such excess. 
 2.3 Payment of Interest on the Credit Extensions. 
 (a) Interest
Rate. 
 (i) Revolving Line. Subject to Section 2.3(b), the principal amount outstanding under the Revolving
Line shall accrue interest at a floating per annum rate equal to the Prime Rate plus one and three quarters of one percent (1.75%), which interest shall be payable monthly in accordance with Section 2.3(f) below. 

(ii) Prior Term Loan. Subject to Section 2.3(b), the principal amount outstanding under the Prior Term Loan shall accrue
interest at a floating per annum rate equal to two and one quarter of one percent (2.25%) above the Prime Rate, which interest shall be payable monthly in accordance with Section 2.3(f) 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 four percentage points (4.0%) above the rate that is otherwise applicable thereto (the “Default Rate”). 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) 360-Day
Year. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed. 
 (e) 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.

 (f) Payments. Unless otherwise provided, interest is payable monthly on the Payment Date. Payments of principal and/or
interest received after 12:00 p.m. Eastern time are considered received at the opening of business on the next Business Day. When any payment is due on a day that is not a Business Day, the payment shall be due the next Business Day and all fees or
interest, as applicable, shall continue to accrue until paid. 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. 

(g) Prepayment. Notwithstanding anything to the contrary contained herein, Borrower has the option, at any time upon thirty
(30) days’ prior written notice to Bank, to terminate this Agreement in accordance with Section 2.5 by paying to Bank, in cash, the Obligations in full (subject to the Prepayment Premium and Early Termination Fee, when due under this
Agreement, but otherwise without premium or penalty). If Borrower has sent a notice of termination pursuant to the provisions of this Section and Section 2.5, then Bank’s obligations to extend


  
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credit hereunder shall terminate and Borrower shall be obligated to repay the Obligations in full (subject to the Prepayment Premium and Early Termination Fee, when due under this Agreement, but
otherwise without premium or penalty) on the date set forth as the date of termination of this Agreement in such notice. 

2.4 Fees. Borrower shall pay to Bank: 
 (a) Prepayment Premium. The Prepayment Premium, when due hereunder; and 
 (b)
Bank Expenses. All Bank Expenses (including reasonable attorneys’ fees and expenses, plus expenses, for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due. 

2.5 Early Termination Fee. 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 if Bank’s obligation to fund Credit Extensions terminates pursuant to the terms of Section 2.1.1(b). If such termination is at Borrower’s election or at
Bank’s election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to Fifty Thousand Dollars
($50,000.00) (the “Early Termination Fee”), provided that no Early Termination Fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank. 

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 to which it is a party; 
 (b) duly executed original signatures to the Control Agreements; 
 (c)
Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware with respect to Reval.com and the Secretary of State of the Commonwealth of Pennsylvania with respect to
FXpress as of a date no earlier than February 9, 2012; 
 (d) Secretary’s Certificate with completed Borrowing
Resolutions for Borrower; 
 (e) the subordination agreement duly executed by Parent in favor of Bank, together with the duly
executed original signatures thereto; 
 (f) Certified copies, dated as of a recent date, of financing statement searches, as
Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit
Extension, will be terminated or released; 
 (g) the Perfection Certificates executed by Borrower and Guarantor, together with
the duly executed original signatures thereto; 
 (h) the duly executed original signatures to the Guaranty; 

(i) the Security Agreement by Parent; 
 (j) Parent’s Operating Documents and a good standing certificate of Parent certified by the Secretary of State of the State of Delaware as of a date no earlier February 9, 2012; 

(k) Secretary’s Certificate with completed resolutions for Parent (as Guarantor); 

  
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 (l) evidence satisfactory to Bank that the insurance policies required by Section 6.5
hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and 
 (m) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof. 
 3.2 Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent:

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

(b) the representations and warranties in Section 5 shall be true, accurate and complete in all material respects on the date of the
Transaction Report 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 Section 5 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 a Credit Extension set forth in this Agreement, to obtain a Credit Extension,
Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 noon Eastern time on the Funding Date of such Credit Extension. Together with any such electronic or facsimile notification, Borrower
shall deliver to Bank by electronic mail or facsimile a completed Transaction Report executed by a Responsible Officer or his or her designee. Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or
designee. Bank shall credit Credit Extensions to the Designated Deposit Account. Bank may make Credit Extensions under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if such Credit
Extensions are necessary to meet Obligations which have become due. 
 4 CREATION OF SECURITY INTEREST 

4.1 Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the
Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. 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 with a reasonably anticipated value in excess of Fifty Thousand Dollars ($50,000.00), Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank
in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. 

  
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 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 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. 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 expressly have superior priority to Bank’s Lien in this Agreement). In the event (a) all Obligations (other than inchoate indemnity
obligations), except for Bank Services, are satisfied in full, and (b) 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 (i) one hundred five percent (105.0%) of the face amount of
all such Letters of Credit denominated in Dollars, and (ii) one hundred ten percent (110.0%) 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. 
 4.2 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 at all times unless expressly provided below: 
 5.1 Due Organization, Authorization; Power and Authority.
Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in
which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. Except as set forth
on Schedule 5.1 hereof, each Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in those certain Perfection Certificates for each Borrower dated as of November 12, 2010 delivered by
each Borrower to Bank (individually and collectively, the “Perfection Certificate”), and acknowledges, confirms and agrees that, except as set forth in Schedule 5.1 hereof, the disclosures and information each Borrower
provided to Bank in the Perfection Certificate have not changed, as of the date hereof. 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, 

  
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(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 Borrower or any of its
Subsidiaries may be 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. In the event that Borrower, after the date hereof, intends to
store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole
discretion. 
 All Inventory is in all material respects of good and marketable quality, free from material defects. 

Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license or other agreement with
respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under
or termination of which could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than
over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or
agreements to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the
future, and (y) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents. 

5.3 Accounts Receivable. For any Eligible Account in any Borrowing Base Certificate, all statements made and all unpaid balances
appearing in all invoices, instruments and other documents evidencing such Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects
what they purport to be. Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account. All
sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency
Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible
Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. 
 5.4 Litigation. Except as provided in the Perfection Certificate, as of the Effective Date and at such other times required hereunder, including pursuant to Section 3.2, there are no actions
or proceedings pending or, to the knowledge of the Responsible Officers, threatened in writing by or against Borrower or any of its Subsidiaries involving more than Fifty Thousand Dollars ($50,000.00). 

5.5 No Material Deterioration in Financial Condition; Financial Statements. All consolidated financial statements for Borrower and
any of its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations as of and for the periods set forth therein. There has not been
any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank. 

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

 5.7 Regulatory Compliance. Borrower is not an “investment company” or a company “controlled” by an
“investment company” under the Investment Company Act of 1940, as amended. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of
Governors). Borrower 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. 

5.9 Tax Returns and Payments; Pension Contributions. Borrower and its Subsidiaries have timely filed all required tax returns and
reports that involve Ten Thousand Dollars ($10,000.00) or more, and Borrower and its Subsidiaries have timely paid all 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). 
 6 AFFIRMATIVE COVENANTS 

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

  
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 (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. 
 (a) Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, income statement and a
statement of cash flow covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) days after
the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm
acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (iv) in
the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange
Commission or a link thereto on Borrower’s or another website on the internet; (iv) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or
any of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (v) as soon as possible, but no later than ten (10) days after board-approval, and within thirty (30) days after the last day of each fiscal year,
and contemporaneously with any updates thereto, board-approved projections; and (vi) budgets, sales projections, operating plans and other financial information reasonably requested by Bank. 

(b) Within twenty (20) days of the last day last day of each month, (A) monthly accounts payable agings, aged by invoice date,
and outstanding or held check registers, if any, and (B) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, Deferred Revenue report and general ledger. 

(c) (i) on the first (1st) and fifteenth (15th) day of each month (during a Streamline Period, monthly, within twenty (20) days after the last day of earch
month), and (ii) upon each request for a Credit Extension, a Transaction Report. 
 (d) Within thirty (30) days after
the last day of each month, deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this
Agreement. In addition to the foregoing, Borrower shall deliver such Compliance Certificate to Bank on January 15, 2013, which shall include, without limitation, calculations with respect to Borrower’s compliance with Section 6.7 as
of such date. 
 (e) Allow Bank to audit Borrower’s Collateral at Borrower’s expense in a manner designed to minimize
disruption to Borrower’s business; provided, however, prior to an Event of Default, Bank will provide Borrower with notice prior to completing any such audit. Such audits shall be conducted no more often than twice every twelve (12) months
unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850.00) per person per day (or such higher amount as
shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. 
 6.3
Inventory; Returns. Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective
Date. Borrower must promptly notify Bank of all returns, recoveries, disputes and claims that involve more than One Hundred Fifty Thousand Dollars ($150,000.00). 
 6.4 Taxes; Pensions. Timely file, and require each of its Subsidiaries to timely file, all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely pay all
foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower and each of its Subsidiaries, except for deferred payment of any taxes contested pursuant to the terms of Section 5.9 hereof, and shall deliver to
Bank, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms. 

  
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 6.5 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 reasonably satisfactory to Bank (it being acknowledged by Bank that as
of the Effective Date, the insurance policies maintained by Borrower are satisfactory to Bank). All property policies shall have a lender’s loss payable endorsement showing Bank as the sole lender loss payee and waive subrogation against Bank
and shall provide that the insurer must give Bank at least twenty (20) days notice before canceling, amending, or declining to renew its policy. All liability policies shall show, or have endorsements showing, Bank as an additional insured, and
all such policies shall provide that the insurer shall endeavor to 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. Proceeds payable under any policy shall, at Bank’s option, be payable to Bank on account of the Obligations. If Borrower fails to obtain insurance as required under this Section 6.5 or to pay
any amount or furnish any required proof of payment to third persons and Bank, Bank may make all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Bank deems prudent.

 6.6 Operating Accounts. 
 (a) Maintain all of its and all of its Subsidiaries’ and Parent’s operating and other deposit accounts with Bank; provided, however, the Parent may maintain an account with Wells Fargo so long
as the aggregate amount of funds in such account does not exceed One Hundred Fifty Thousand Dollars ($150,000.00) at any time. In addition, Borrower, and all Borrower’s Subsidiaries and Borrower’s Parent, shall maintain Borrower’s and
such Subsidiaries’ and Parent’s securities accounts with Bank or Bank’s Affiliates, provided that Bank or Bank’s Affiliate is offering terms competitive (equal or better rates and terms) with similar investment vehicles for
Borrower’s Permitted Investments. Subject to the immediately preceding sentence, any Guarantor shall maintain all depository, operating and securities accounts with Bank, or SVB Securities. 

(b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial
institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower or Guarantor 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 the Bank. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or
for the benefit of Borrower’s employees and identified to Bank by Borrower as such. 
 (c) On or before April 9, 2012,
Borrower shall establish a lockbox with Bank (the “Lockbox”). On or before June 9, 2012, Borrower shall direct each Account Debtor (and each depository institution where proceeds of Accounts are on deposit) to make payments
with respect to all Accounts to the Lockbox, except as otherwise permitted pursuant to Section 6.11(c). 
 6.7 Financial
Covenant - Adjusted Quick Ratio. As of January 15, 2013, and at all times thereafter, maintain at all times an Adjusted Quick Ratio of at least 1.25 to 1.0, to be tested (i) on January 15, 2013, and (ii) as of the last day of
each month, commencing with the month ending January 31, 2013. 
 6.8 Protection of Intellectual Property
Rights. Borrower shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property; (b) promptly advise Bank in writing of material infringements of its intellectual property; and (c) not allow
any intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. 
 6.9 Litigation Cooperation. From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and
agents and Borrower’s Books, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower. 

6.10 Further Assurances. Execute any further instruments and take further action as Bank reasonably requests to perfect or
continue Bank’s Lien in the Collateral or to effect the purposes of this Agreement. Deliver to Bank, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any
Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of
Borrower or any of its Subsidiaries. 

  
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 6.11 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 endorsements,
and copies of all credit memos. 
 (b) Disputes. Borrower shall promptly notify Bank of all disputes or claims relating
to Accounts. Borrower may forgive (completely or partially), compromise, or settle any Account for less than payment in full, or agree to do any of the foregoing so long as (i) Borrower does so in good faith, in a commercially reasonable
manner, in the ordinary course of business, in arm’s-length transactions, and reports the same to Bank in the regular reports provided to Bank; (ii) no Default or Event of Default has occurred and is continuing; and (iii) after taking
into account all such discounts, settlements and forgiveness, the total outstanding Advances will not exceed the lesser of (A) the Revolving Line, and (B) the amount available under the Borrowing Base. 

(c) Collection of Accounts. Borrower shall have the right to collect all Accounts, unless and until a Default or an Event of
Default has occurred and is continuing. All payments on, and proceeds of, Accounts shall be deposited directly by the applicable Account Debtor into a lockbox account, or such other “blocked account” as Bank may specify, pursuant to a
blocked account agreement in form and substance satisfactory to Bank in its sole discretion. 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, to the Revolving Line pursuant to the terms of Section 2.3 hereof, and (ii) after the occurrence and during the continuance of an Event of Default, pursuant to the
terms of Section 9.4 hereof, provided that during a Streamline Period, such payments and proceeds shall be transferred by Bank to an account of Borrower maintained in accordance with Section 6.6 hereof. 

(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 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. 
 (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. 

6.12 Remittance of Proceeds. Except as otherwise provided in Section 6.11(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 2.3 hereof, and (2) after the occurrence and during the 

  
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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 ($200,000.00) 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. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in 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. 

7.2 Changes in Business, Management, Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to
engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) have a change in management such that any Key
Person ceases to hold such office with Borrower and a replacement satisfactory to Bank is not made within ninety (90) days after such Key Person’s departure from Borrower, or (ii) enter into any transaction or series of related
transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty percent (40.0%) 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). 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
Twenty-Five Thousand Dollars ($25,000.00) in Borrower’s assets or property), (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any
organizational number (if any) assigned by its jurisdiction of organization. 
 7.3 Mergers or Acquisitions. Without
Bank’s prior written consent, which shall not be unreasonably withheld, 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. A Subsidiary may merge or consolidate into another Subsidiary or into Borrower. . 
 7.4 Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness. 

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

7.6 Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.6(b)
hereof. 
 7.7 Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem,
retire or purchase any capital stock, provided that Borrower may repurchase the stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of any such repurchase and
would not exist after giving effect to such repurchase, provided that such repurchases not exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate per fiscal year; or (b) directly or indirectly make any Investment other than
Permitted Investments, or permit any of its Subsidiaries to do so. Subsidiaries listed on the Perfection Certificate shall be considered Permitted Investments. 

  
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 7.8 Transactions with Affiliates. Directly or indirectly enter into or permit to
exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an
arm’s length transaction with a non-affiliated Person. 
 7.9 Subordinated Debt. (a) Make or permit any payment
on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which
would increase the amount thereof 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 would reasonably be expected to have a material adverse effect on
Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any
present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental
agency. 
 8 EVENTS OF DEFAULT 
 Any one of the following shall constitute an event of default (an “Event of Default”) under this Agreement: 
 8.1 Payment Default. Borrower fails to (a) make any payment of principal or interest on any Credit Extension on its due date, or (b) pay any other Obligations within three
(3) Business Days after such Obligations (under (a) or (b) above) are due and payable (which three (3) Business Day grace period shall not apply to payments due on the Revolving Line Maturity Date or Prior Term Loan Maturity
Date, or the date of acceleration pursuant to Section 9.1(a) herein). During the cure period, the failure to cure the payment default is not an Event of Default (but no Credit Extension will be made during the cure period); 

8.2 Covenant Default. 
 (a) Borrower fails or neglects to perform any obligation in Sections 6.2, 6.4, 6.5, 6.6, 6.7, 6.11 or 6.12, or violates any covenant in Section 7; or 

(b) Borrower or any of its Subsidiaries 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). Grace periods provided under this section shall not apply, among other things, to
financial covenants or any other covenants set forth in subsection (a) above; 
 8.3 Material Adverse Change. A
Material Adverse Change occurs; 
 8.4 Attachment; Levy; Restraint on Business. 

(a) (i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any entity under control of
Borrower (including a Subsidiary) on deposit with Bank or any Bank Affiliate, or (ii) a notice of lien, levy, or assessment is filed against any of Borrower’s assets by any government


  
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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; and 
 (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 part of its business; 

8.5 Insolvency. (a) Borrower is unable to pay its debts (including trade debts) as they become due or otherwise becomes
insolvent; (b) Borrower begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower and not dismissed or stayed within thirty (30) 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); 
 8.6 Other
Agreements. There is a default in any agreement to which Borrower or any Guarantor is a party with a third party or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any
Indebtedness in an amount in excess of Fifty Thousand Dollars ($50,000.00) or that could have a material adverse effect on Borrower’s or any Guarantor’s business; 
 8.7 Judgments. One or more judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least Fifty Thousand Dollars ($50,000.00) (not covered by
independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Borrower and shall remain unsatisfied, unvacated, or unstayed for a period of ten (10) days after the entry thereof
(provided that no Credit Extensions will be made prior to the satisfaction, vacation, or stay of such judgment, order, or decree); 
 8.8 Misrepresentations. Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing
delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made; 

8.9 Subordinated Debt. A default or breach occurs under any agreement between Borrower and any creditor of Borrower that signed a
subordination, intercreditor, or other similar agreement with Bank, or any creditor that has signed such an agreement with Bank breaches any terms of such agreement; 
 8.10 Guaranty. (a) Any guaranty of any Obligations terminates or ceases for any reason to be in full force and effect; (b) any Guarantor does not perform any obligation or covenant under
any guaranty of the Obligations; (c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.7, or 8.8. occurs with respect to any Guarantor; (d) the death, liquidation, winding up, or termination of existence of any Guarantor; or
(e) (i) a material impairment in the perfection or priority of Bank’s Lien in the collateral provided by Guarantor or in the value of such collateral or (ii) a material adverse change in the general affairs, management, results
of operation, condition (financial or otherwise) or the prospect of repayment of the Obligations occurs with respect to any Guarantor; or 
 8.11 Governmental Approvals. Any Governmental Approval shall have been (a) revoked, rescinded, suspended, modified in an adverse manner or not renewed in the ordinary course for a full term or
(b) subject to any decision by a Governmental Authority that designates a hearing with respect to any applications for renewal of any of such Governmental Approval or that could result in the Governmental Authority taking any of the actions
described in clause (a) above, and such decision or such revocation, rescission, suspension, modification or non-renewal (i) has, or could reasonably be expected to have, a Material Adverse Change, or (ii) adversely affects the legal
qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction and such revocation, rescission, suspension, modification or non-renewal could reasonably be expected to affect the status of or
legal qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction. 
 9
BANK’S RIGHTS AND REMEDIES 
 9.1 Rights and Remedies. 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); 

  
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 (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) deposits cash with Bank
in an amount equal to the aggregate amount of any Letters of Credit remaining undrawn, 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; 
 (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. Effective only when an Event of Default occurs and continues, 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, service marks, and advertising matter, or any similar property as it pertains to the Collateral, solely in connection with
the exercise of its rights under this Section 9 and in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section 9, Borrower’s rights under
all licenses and all franchise agreements inure to Bank’s benefit; 
 (i) place a “hold” on any account
maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; 

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

  
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 9.3 Protective Payments. If Borrower fails to obtain the insurance called for by
Section 6.5 or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document, Bank may obtain such insurance or make such payment, and all amounts so paid by
Bank in enforcing its rights as provided herein are Bank Expenses and immediately due and payable, bearing interest at the then highest applicable rate charged by Bank, 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. 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. 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 or other Persons legally entitled thereto; Borrower shall remain liable to Bank for any deficiency. If Bank, in its good faith
business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the
principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Bank of cash therefor. 
 9.5 Bank’s Liability for Collateral. So long as Bank complies with reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Bank, Bank
shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman,
bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral. 
 9.6 No Waiver; Remedies
Cumulative. Bank’s failure, at any time or times, to require strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Bank thereafter to demand strict
performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by Bank 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 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. 
 9.8 Borrower Liability. Each Borrower may, acting
singly, request Advances hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting Credit Extensions hereunder. Each Borrower hereunder shall be jointly and
severally obligated to repay all Credit Extensions made hereunder, regardless of which Borrower actually receives said Credit Extension, as if each Borrower hereunder directly received all Credit Extensions. Each Borrower waives (a) any
suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or
(iii) pursue any other remedy. Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any
Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating
Borrower to the rights of Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations,
for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made
by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and void. If any
payment is made to a Borrower in contravention of this Section, such Borrower shall hold such payment in trust for Bank and such payment shall be promptly delivered to Bank for application to the Obligations, whether matured or unmatured.


  
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 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:
	  	Reval.com, Inc.	  	
		 		  	 420 Fifth Avenue, 5th Floor
 New
York, New York 10018
	  	
		 		  	Attn: Dino Ewing, Chief Financial Officer	  	
		 		  	Fax: (212) 898-1114	  	
		 		  	Email: dino.ewing@reval.com	  	
				
		 	 If to Bank:
	  	Silicon Valley Bank	  	
		 		  	275 Grove Street, Suite 2-200	  	
		 		  	Newton, Massachusetts 02466	  	
		 		  	Attn: Mr. Ryan Ravenscroft	  	
		 		  	Fax: (617) 780-1814	  	
		 		  	Email: rravenscroft@svb.com	  	
				
		 	 with a copy to:
	  	 Riemer & Braunstein, LLP

Three Center Plaza
 Boston, Massachusetts
02108
	  	
		 		  	Attn: Charles W. Stavros, Esquire	  	
		 		  	Fax: (617) 880-3441	  	
		 		  	Email: cstavros@riemerlaw.com	  	

 11 CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER 

New York law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive
jurisdiction of the State and Federal courts in New York; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the
Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and
Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court.
Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to
Borrower at the address set forth in 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. 

  
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 12 GENERAL PROVISIONS 

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

12.2 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”) asserted by
any other party in connection with the transactions contemplated by the Loan Documents; and (b) all losses or Bank Expenses reasonably incurred, or paid by such Indemnified Person from transactions between Bank and Borrower (including
reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct. 
 12.3 Time of Essence. Time is of the essence for the performance of all Obligations in this Agreement. 
 12.4 Severability of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision. 

12.5 Correction of Loan Documents. Bank may correct patent errors and fill in any blanks in this Agreement and the other Loan
Documents consistent with the agreement of the parties. 
 12.6 Amendments in Writing; Integration. All amendments to
this Agreement must be in writing and signed by both Bank and Borrower. This Agreement and 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 this Agreement and the Loan Documents merge into this Agreement and the Loan Documents. 

12.7 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. 
 12.8
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 obligation of Borrower in Section 12.2 to indemnify Bank shall survive until the statute of limitations with respect
to such claim or cause of action shall have run. The grant of security interest by Borrower in Section 4.1 shall survive until the termination of this Agreement and all Bank Services Agreements. 

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

 Bank may use confidential information for any purpose, including, without limitation, for the development of client
databases, reporting purposes, and market analysis, so long as Bank does not disclose Borrower’s identity or the identity of any person associated with Borrower unless otherwise expressly permitted by this Agreement. The provisions of the
immediately preceding sentence shall survive the termination of this Agreement. 

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

12.11 No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such
party, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or
novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by
instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the
security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full
force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the
“Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and
(ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral
as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and
shall remain effective as of the first date it became effective. 
 13 DEFINITIONS 

13.1 Definitions. As used in this Agreement, the following terms have the following meanings: 

“Account” is any “account” as defined in the Code with such additions to such term as may hereafter be made,
and includes, without limitation, all accounts receivable and other sums owing to Borrower. 
 “Account
Debtor” is any “account debtor” as defined in the Code with such additions to such term as may hereafter be made. 
 “Adjusted Quick Ratio” is a ratio of (a) Quick Assets to (b) Current Liabilities minus Deferred Revenue. 

“Advance” or “Advances” means an advance (or advances) under the Revolving Line. 

“Affiliate” of any Person is a 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. 

“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. 

  
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 “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, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower or any
Guarantor. 
 “Bank Services” are any products and/or 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, guidance facilities, cash management services (including, without limitation, merchant
services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Bank’s various agreements related
thereto (each, a “Bank Services Agreement”). 
 “Bank Services Agreement” is defined in the
definition entitled “Bank Services” appearing alphabetically in this Section 13.1. 
 “Borrower”
is defined in the preamble hereof. 
 “Borrower’s Books” are all Borrower’s books and records
including ledgers, federal and state tax returns, records regarding Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.

 “Borrowing Base” is eighty-five percent (85.0%) of Eligible Accounts, as determined by Bank from
Borrower’s most recent Transaction Report; provided, however, that Bank may, in consultation with Borrower, 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 Resolutions” are, with respect to any
Person, 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 (95.0%) 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. 

“Claims” are defined in Section 12.2. 
 “Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of New York; provided, that, to the extent that the Code is used to define
any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by
reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Bank’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the
State of New 

  
 19 









 
York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such
attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions. 

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

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

“Commodity Account” is any “commodity account” as defined in the Code with such additions to such term as may
hereafter be made. 
 “Compliance Certificate” is that certain certificate in the form attached hereto as
Exhibit B. 
 “Contingent Obligation” is, for any Person, any direct or indirect liability, contingent
or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation 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.

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

“Default” means any event which with notice or passage of time or both, would constitute an Event of Default.

 “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 Borrower’s deposit account,
account number 3300578160, maintained with Bank. 
 “Dollars,” “dollars” and
“$” each mean lawful money of the United States. 
 “Early Termination Fee” is defined in
Section 2.5. 
 “Effective Date” is the date set forth in the preamble hereof. 

“Eligible Accounts” means Accounts which arise in the ordinary course of Borrower’s business that meet all
Borrower’s representations and warranties in Section 5.3. Bank reserves the right at any time and from time to time after the Effective Date upon notice to Borrower, to adjust any of the criteria set forth below and to establish


  
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new criteria in its good faith business judgment. Without limiting the fact that the determination of which Accounts are eligible for borrowing is a matter of Bank’s good faith judgment, the
following are the minimum requirements for an Account to be an Eligible Account. Unless Bank agrees otherwise 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 one hundred twenty (120) days of invoice date regardless of invoice payment period terms; 

(c) Accounts with credit balances over one hundred twenty (120) days from invoice date; 

(d) Accounts owing from an Account Debtor, in which fifty percent (50%) or more of the Accounts have not been paid within one
hundred twenty (120) days of invoice date; 
 (e) Accounts owing from an Account Debtor which does not have its principal
place of business in the United States, except Accounts billed and payable in the United States from Account Debtors with a principal place of business in Canada, France, Germany, Italy, Japan, the United Kingdom, Australia, the Netherlands,
Switzerland, and, with respect to Standard Chartered Bank only, Singapore; 
 (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 which is a United States government entity or any department, agency, or instrumentality
thereof unless Borrower has assigned its payment rights to Bank and the assignment has been acknowledged under the Federal Assignment of Claims Act of 1940, as amended; 
 (i) Accounts for demonstration or promotional equipment, or in which goods are consigned, or sold on a “sale guaranteed”, “sale or return”, “sale on approval”, or other terms
if Account Debtor’s payment may be conditional; 
 (j) Accounts owing from an Account Debtor where goods or services have
not yet been rendered to the Account Debtor (sometimes called memo billings or pre-billings), except to the extent such Accounts constitute software subscription billing; 
 (k) Accounts subject to contractual arrangements between Borrower and an Account Debtor where payments shall be scheduled or due according to completion or fulfillment requirements where the Account
Debtor has a right of offset for damages suffered as a result of Borrower’s failure to perform in accordance with the contract (sometimes called contracts accounts receivable, progress billings, milestone billings, or fulfillment contracts);

 (l) Accounts owing from an Account Debtor the amount of which may be subject to withholding based on the Account
Debtor’s satisfaction of Borrower’s complete performance (but only to the extent of the amount withheld; sometimes called retainage billings); 
 (m) Accounts subject to trust provisions, subrogation rights of a bonding company, or a statutory trust; 
 (n) Accounts owing from an Account Debtor that has been invoiced for goods that have not been shipped to the Account Debtor unless Bank, Borrower, and the Account Debtor have entered into an agreement
acceptable to Bank 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); 

  
 -21-









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

(p) Accounts that represent non-trade receivables or that are derived by means other than in the ordinary course of Borrower’s
business; 
 (q) Accounts for which Borrower has permitted Account Debtor’s payment to extend beyond one hundred twenty
(120) days; 
 (r) Accounts arising from chargebacks, debit memos or other payment deductions taken by an Account Debtor;

 (s) Accounts arising from product returns and/or exchanges (sometimes called “warranty” or “RMA”
accounts); 
 (t) Accounts in which the Account Debtor disputes liability or makes any claim (but only up to the disputed or
claimed amount), or if the Account Debtor is subject to an Insolvency Proceeding, or becomes insolvent, or goes out of business; 
 (u) Accounts owing from an Account Debtor with respect to which Borrower has received Deferred Revenue (but only to the extent of such Deferred Revenue), except to the extent such Accounts constitute
software subscription billing; 
 (v) Accounts owing from an Account Debtor, whose total obligations to Borrower exceed
twenty-five percent (25%) of all Accounts, for the amounts that exceed that percentage, unless Bank approves in writing; 

(w) Accounts for which Bank in its good faith business judgment determines collection to be doubtful, including, without limitation,
accounts represented by “refreshed” or “recycled” invoices; and 
 (x) other Accounts Bank deems ineligible
in the exercise of its good faith business judgment. 
 “Equipment” is all “equipment” as defined in
the Code with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing. 

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

“Event of Default” is defined in Section 8. 

“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 on account of Borrower which shall be a
Business Day. 
 “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. 
 “FXpress” is defined in the preamble hereof. 

“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 copyright rights,


  
 -22-









 
copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, trademarks, service marks and,
to the extent permitted under applicable law, any applications therefor, whether registered or not, any trade secret rights, including any rights to unpatented inventions, payment intangibles, royalties, contract rights, goodwill, franchise
agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims, income and other tax refunds, security and other deposits, options to purchase or sell real or personal property, rights in all litigation presently
or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind. 

“Governmental Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate,
accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority. 
 “Governmental Authority” is any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization. 

“Guarantor” is any present or future guarantor of the Obligations, including, without limitation, Parent. 

“Guaranty” is that certain Unconditional Guaranty, dated as of June 12, 2009, executed by Parent in favor of Bank
with respect to all Obligations of Borrower to Bank. 
 “Indebtedness” is (a) indebtedness for borrowed
money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease
obligations, and (d) Contingent Obligations. 
 “Indemnified Person” is defined in Section 12.2.

 “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. 

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

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

“Letter of Credit” is a standby or commercial letter of credit issued by Bank upon request of Borrower based upon an
application, guarantee, indemnity or similar agreement. 
 “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, the Guaranty, the Security Agreement, any Bank Services Agreement, any subordination agreements, 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, all as amended, restated, or otherwise modified. 

“Lockbox” is defined in Section 6.6(c). 
 “Material Adverse Change” is (a) a material impairment in the perfection or priority of Bank’s Lien in the Collateral or in the value of such Collateral; (b) a material
adverse change in the business, operations, or condition 

  
 -23-









 
(financial or otherwise) of Borrower; (c) a material impairment of the prospect of repayment of any portion of the Obligations; or (d) Bank determines, based upon information available
to it and in its reasonable judgment, that there is a substantial likelihood that Borrower shall fail to comply with one or more of the financial covenants in Section 6 during the next succeeding financial reporting period. 

“Net Accounts Receivable” is Borrower’s (a) net billed accounts receivable, plus, without duplication,
(b) net accounts receivable for which the Account Debtor has not been invoiced, and for which Borrower provides Bank evidence satisfactory to Bank, in its sole discretion, that (i) goods or services have been rendered to the applicable
Account Debtor, (ii) such accounts receivable represent contractual obligations of the applicable Account Debtor owing to Borrower without set-off or counter-claim; and (iii) such accounts receivable will be billed by Borrower within five
(5) days following the end of the current month. 
 “Obligations” are Borrower’s obligation 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 the performance of 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, 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. 
 “Parent” is
Reval Holdings, Inc., a Delaware corporation and sole owner of one hundred percent of the capital stock or other equity interests of Reval.com. 
 “Payment Date” is (a) with respect to the Prior Term Loan, the first day of each calendar month, and (b) with respect to the Revolving Line, the last day of each calendar month.

 “Perfection Certificate” is defined in Section 5.1. 

“Permitted Indebtedness” is: 
 (a) Borrower’s Indebtedness to Bank under this Agreement and the other Loan Documents; 
 (b) Indebtedness existing on the Effective Date and shown on the Perfection Certificate; 
 (c) Subordinated Debt; 
 (d) unsecured Indebtedness to trade creditors incurred in
the ordinary course of business; 
 (e) Indebtedness secured by Permitted Liens; 

(f) other unsecured Indebtedness in an aggregate outstanding amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00); and

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

“Permitted Investments” are: 
 (a) Investments (including Subsidiaries) shown on the Perfection Certificate which are existing on the Effective Date; 
 (b) Cash Equivalents; and 

  
 -24-









 (c) Investments by Borrower in Reval India Private Limited, Reval.com Hong Kong Limited,
Reval.com PTY Limited, Reval Austria GmbH, Reval Belgium BVBA, Reval.com (UK) Ltd., and ecofinance Finanzsoftware & Consulting GmbH (Borrower’s wholly-owned Subsidiaries) for the current ordinary and necessary operating expenses of
such Subsidiaries in an aggregate (aggregate as to all such Subsidiaries together) amount not to exceed Seven Hundred Thousand Dollars ($700,000.00) per month, plus an additional amount not to exceed Five Hundred Thousand Dollars ($500,000.00) per
year, subject to an annual cap of Six Million Five Hundred Thousand Dollars ($6,500,000.00). 
 “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, including Liens arising in connection with Subordinated Debt incurred in accordance with this Agreement; 
 (b) Liens for taxes, fees, assessments or other government charges or levies, either not delinquent or being contested in good faith and for which Borrower maintains adequate reserves on its Books,
provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder; 

(c) purchase money Liens (i) on Equipment acquired or held by Borrower incurred for financing the acquisition of Equipment securing
no more than One Million Dollars ($1,000,000.00) in the aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment; 

(d) Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business
so long as such Liens attach only to Inventory and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or
sale of the property subject thereto; 
 (e) Liens to secure payment of workers’ compensation, employment insurance,
old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA); 
 (f) leases or subleases of real property granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases,
subleases, non-exclusive licenses or sublicenses of personal property and non-exclusive licenses of intellectual property granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such
Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Bank a security interest therein; and 
 (g) Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (f), but any extension, renewal or replacement Lien must be limited to
the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase. 

“Person” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust,
unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency. 
 “Prepayment Premium” shall be an additional fee payable to Bank in an amount equal to: 
 (a) for a prepayment made on or prior to March 9, 2013, two percent (2.0%) of the aggregate outstanding principal amount of the Prior Term Loan; 

(b) for a prepayment made after March 9, 2013 but on or prior to March 9, 2014, one percent (1.0%) of the aggregate
outstanding principal amount of the Prior Term Loan; and 
 (c) for a prepayment made after March 9, 2014, Zero Dollars
($0.00). 
 “Prime Rate” is Bank’s most recently announced “prime rate,” even if it is not
Bank’s lowest rate. 

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

“Prior Term Loan” is defined in Section 2.1.2(a). 

“Prior Term Loan Maturity Date” is December 1, 2015. 

“Quick Assets” is, on any date, the sum of (a) Borrower’s unrestricted an unencumbered cash, and (b) Net
Accounts Receivable, each determined according to GAAP. 
 “Registered Organization” is any “registered
organization” as defined in the Code with such additions to such term as may hereafter be made. 
 “Requirement of
Law” is as to any Person, the organizational or governing documents of such Person, and any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. 

“Reserves” means, as of any date of determination, such amounts as Bank may from time to time establish and revise in
good faith reducing the amount of Advances and other financial accommodations which would otherwise be available to Borrower under the lending formulas: (a) to reflect events, conditions, contingencies or risks which, as determined by Bank in
good faith, do or may 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 or business 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, Treasurer and
Controller of Borrower. 
 “Reval.com” is defined in the preamble hereof. 

“Revolving Line” is an Advance or Advances in an aggregate amount equal to Ten Million Dollars ($10,000,000.00).

 “Revolving Line Maturity Date” is March 9, 2014. 

“Secretary’s Certificate” is the Certificate executed by Secretary of Borrower or Secretary of Parent, in form and
substance reasonably acceptable to Bank, certifying that the transaction contemplated by this Agreement, have been authorized. 

“Securities Account” is any “securities account” as defined in the Code with such additions to such term as
may hereafter be made. 
 “Security Agreement” is that certain Security Agreement executed and delivered by
Parent to Bank dated as of June 12, 2009. 
 “Streamline Period” is, on and after March 9, 2012,
provided no Default or Event of Default has occurred and is continuing, the period (i) beginning on the first (1st) day in which Borrower maintains unrestricted and unencumbered cash at Bank plus the Availability Amount in an aggregate
amount greater than or equal to Four Million Dollars ($4,000,000.00), as determined by Bank in its sole discretion (the “Streamline Amount”); and (ii) ending on the earlier to occur of (A) the occurrence of a Default or an
Event of Default; and (B) the first day thereafter in which Borrower fails to maintain the Streamline Amount at Bank, as determined by Bank in its sole discretion. Borrower shall give Bank prior written notice of Borrower’s intention to
enter into any Streamline Period. 

  
 -26-









 “Streamline Amount” is defined in the definition entitled “Streamline
Period” appearing alphabetically in this Section 13.1. 
 “Subordinated Debt” is indebtedness
incurred by Borrower subordinated to all of Borrower’s now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the
other creditor), on terms acceptable to Bank. 
 “Subsidiary” means, with respect to any Person, any Person of
which more than fifty percent (50.0%) of the voting stock or other equity interests (in the case of Persons other than corporations) is owned or controlled directly or indirectly by such Person or one or more of Affiliates of such Person.

 “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. 

“Transaction Report” is Bank’s standard reporting package provided by Bank to Borrower. 

“Transfer” is defined in Section 7.1. 
 [Signature page follows.] 

  
 -27-









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

			
	BORROWER:
	
	 REVAL.COM, INC.

		
	 By:
	 	 /s/ Dino B. Ewing



			
	 Name: Dino B. Ewing

	 Title: Chief Financial Officer



			
	
	 FXPRESS CORPORATION

		
	 By:
	 	 /s/ Dino B. Ewing



			
	 Name: Dino B. Ewing

	 Title: Chief Financial Officer



			
	
	 BANK:

	
	 SILICON VALLEY BANK

		
	 By:
	 	 /s/ Ryan Ravenscroft



			
	 Name: Ryan Ravenscroft

	 Title:   VP


 The undersigned, REVAL HOLDINGS, INC., ratifies, confirms and reaffirms, all and singular, the terms and
conditions of (a) a certain Unconditional Guaranty dated as of June 12, 2009 (as amended, the “Guaranty”) (b) a certain Security Agreement dated as of June 12, 2009, between Guarantor and Bank (as amended, the
“Security Agreement”), and (c) that certain Subordination Agreement dated as of June 12, 2009, between Guarantor of Bank (as amended, the “Subordination Agreement”), and acknowledges, confirms and agrees
that (x) the Guaranty, Security Agreement and Subordination Agreement shall each remain in full force and effect and shall in no way be limited by the execution of this Agreement, or any other documents, instruments and/or agreements executed
and/or delivered in connection herewith, and (y) the Obligations shall continue to constitute Senior Debt (as defined in the Subordination Agreement). 

 

			
	REVAL HOLDINGS, INC.
		
	 By:
	 	 /s/ Dino B. Ewing

	 Name: Dino B. Ewing

	 Title: Chief Financial Officer




  
 1 








 EXHIBIT A – COLLATERAL DESCRIPTION 

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

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

Notwithstanding the foregoing, the Collateral does not include any of the following, whether now owned or hereafter acquired: any
copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications and like protections, including improvements,
divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, and the goodwill of
the business of Borrower connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past, present, or future infringement of any of the foregoing;
provided, however, the Collateral shall include all Accounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the foregoing. 

  
 1 








 EXHIBIT B – COMPLIANCE CERTIFICATE 

 

			
	 TO:         SILICON VALLEY BANK
	  	Date:
                                         
        
	FROM:   REVAL.COM, INC. AND FXPRESS CORPORATION	  	

 The undersigned authorized officer of REVAL.COM, INC. and FXPRESS CORPORATION (jointly and severally,
individually and collectively, “Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”), (1) Borrower is in
complete compliance for the period ending                      with all required covenants except as noted below, (2) there are no Events
of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any
representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in
all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and
contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 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	 
	Monthly financial statements with Compliance Certificate	  	Monthly within 30 days	  	 	Yes  No	  
			
	Annual financial statement (CPA Audited)	  	FYE within 180 days	  	 	Yes  No	  
			
	10-Q, 10-K and 8-K	  	Within 5 days after filing with SEC	  	 	Yes  No	  
			
	 A/R & A/P Agings, reconciliations, general ledger and
Deferred Revenue
	  	Monthly within 20 days	  	 	Yes  No	  
			
	Transaction Reports	  	
1st and 15th of
each month (or monthly
 within 20 days if on streamline) and
 with each request for a credit extension
	  			
			
	Board-approved projections	  	 Within 10 days of board-approval and
 30 days of FYE, and as updated
	  	 	Yes  No	  

  

													
	 Financial Covenant
	  	Required	 	  	Actual	 	  	Complies	 
	 Maintain at all times after 1/15/2013, to be tested on 1/15/2013 and as of the last day of
each month:
	  				  				  			
	 Adjusted Quick Ratio
	  	 	1.25:1.0	  	  	 	        :1.0	  	  	 	Yes No	  

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

  
 1 








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

 
  
  

 
  

							
	 REVAL.COM, INC.

FXPRESS CORPORATION
	 		 	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.	    	Adjusted Quick Ratio (Section 6.7)	  	


					
			
	Required:	 	    1.25:1.00	  	
			
	Actual:	 		  	


							
			
	A.	  	Aggregate value of the unrestricted cash of Borrower	  	$	            	  
			
	B.	  	Aggregate value of the (i) net billed accounts receivable of Borrower and (ii) net accounts receivable for which the Account Debtor has not been invoiced, and for which Borrower
provides Bank evidence satisfactory to Bank, in its sole discretion, that (a) goods or services have been rendered to the applicable Account Debtor, (b) such accounts receivable represent contractual obligations of the applicable Account Debtor
owing to Borrower without set-off or counter-claim; and (c) such accounts receivable will be billed by Borrower within five (5) days following the end of the current month	  	$	            	  
			
	C.	  	Quick Assets (the sum of lines A and 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 current
portion of Subordinated Debt permitted by Bank to be paid by Borrower, but excluding all other Subordinated Debt, and not otherwise reflected in line D above, that matures within one (1) year	  	$	            	  
			
	F.	  	Current Liabilities (the sum of lines D and E)	  	$	            	  
			
	G.	  	Aggregate value of all amounts received or invoiced by Borrower in advance of performance under contracts and not yet recognized as revenue	  	$	            	  
			
	H.	  	Line F minus line G	  	$	            	  
			
	I.	  	Quick Ratio (line C divided by line H)	  			

 Is line I equal to or greater than 1.25:1:0? 

 

					
	          No, not in compliance
	  	 	         Yes, in compliance	  


  
 3 








 Schedule 5.1 
 Perfection Certificate Changes as of March 9, 2012 
  

							
	Section 1f.	  	Company duly qualified to transact business as a foreign entity....
	        change last sentence to:	  	“Others via wholly owned subsidiary of Reval,com: Australia, India, Hong Kong, Austria, United Kingdom and Belgium.”
				
	Section 2a.	  	 Legal Name of each Subsidiary 
 Name
	  	Subsidiary/Parent	    	Fed. Employer ID No.
				
	New	  	Reval Belgium BVBA	  	Sub x	    	 Belgian Reportorium
 No.
52506

				
	Section 2b.	  	 Jurisdictions and Dates of Formation
 Name
	  	Jurisdiction	    	Date of Formation
				
	New	  	Reval Belgium BVBA	  	Belgium	    	November 16, 2011
			
	Section 3a.	  	 Location of Company and its Subsidiaries
 Complete Street and Mailing Address
	  	Company or Name of Subsidiary
			
	New	  	 1140 Evere
 Avenue Jules
Bordet 160
 Brussels, Belgium
	  	Reval Belgium BVBA
			
	Change of address	  	 2nd Floor, Block 4-B
 DLF
Corporate Park, DLF City
 Phase-III, M.G. Road
 Gurgaon-122002, Haryana
 India
	  	Reval India Pvt Ltd.
			
	Section 3b.	  	 Company’s Books and records are located at:
 Complete Street and Mailing Address
	  	Company or Name of Subsidiary
			
	New	  	Same as 3a. Above	  	Reval Belgium BVBA
			
	Change of address	  	Same as 3a. Above	  	Reval India Pvt Ltd.
		
	Section 3c.	  	Company and its subsidiaries own, lease or occupy any real property
		  	Complete Street and Mailing Address	  	Company or Name of Subsidiary
			
	Change of address	  	Same as 3a. Above	  	Reval India Pvt Ltd.
		
	Section 3d.	  	Company and its subsidiaries maintain any inventory, equipment, or other property
		  	Complete Address	  	Company or Name of Subsidiary
			
	Change of address	  	Same as 3a. Above	  	Reval India Pvt Ltd.


  
 4