EX-10.1



 Exhibit 10.1 
 LOAN AND SECURITY AGREEMENT 
 This LOAN AND SECURITY AGREEMENT (this
“Agreement”) dated as of January 26, 2011 (the “Effective Date”) between GOOD TECHNOLOGY, INC., a Delaware corporation (“Good Technology”), VISTO CORPORATION, a Delaware
corporation (“Holdings” and Good Technology, each a “Borrower” and collectively, the “Borrower”), SILICON VALLEY BANK, a California corporation (“Bank”), and, provides the
terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows: 
  

	1	ACCOUNTING AND OTHER TERMS 


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

	2	LOAN AND TERMS OF PAYMENT 

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

(a) Availability. Subject to the terms and conditions of this Agreement and to deduction of Reserves, Bank shall make Advances not
exceeding the Availability Amount. Amounts borrowed hereunder may be repaid and, prior to the Revolving Line Maturity Date, reborrowed, subject to the applicable terms and conditions precedent herein. 

(b) Termination; Repayment. The Revolving Line terminates on the Revolving Line Maturity Date, when the principal amount of all
Advances, the unpaid interest thereon, and all other Obligations relating to the Revolving Line shall be immediately due and payable. 
 2.1.2 Letters of Credit Sublimit. 
 (a) As part of the Revolving Line, Bank
shall issue or have issued Letters of Credit denominated in Dollars or a Foreign Currency for Borrower’s account. The aggregate Dollar Equivalent amount utilized for the issuance of Letters of Credit shall at all times reduce the amount
otherwise available for Advances under the Revolving Line. The aggregate Dollar Equivalent of the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed the
lesser of (A) Fifteen Million Dollars ($15,000,000), minus (i) the sum of all amounts used for Cash Management Services, and minus (ii) the FX Reduction Amount, or (B) the lesser of Revolving Line or the Borrowing Base, minus
(i) the sum of all outstanding principal amounts of any Advances (including any amounts used for Cash Management Services), and minus (ii) the FX Reduction Amount. 
 (b) If, on the Revolving Line Maturity Date (or the effective date of any termination of this Agreement), there are any outstanding Letters of Credit, then on such date Borrower shall provide to Bank cash
collateral in an amount equal to (i) 105% of the Dollar Equivalent of the face amount of all such Letters of Credit denominated in Dollars and (ii) 110% of the Dollar Equivalent of the face amount of all such Letters of Credit denominated
in a Foreign Currency, in each case plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit. All
Letters 







 
of Credit shall be in form and substance acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s standard Application and Letter of Credit
Agreement (the “Letter of Credit Application”). Borrower agrees to execute any further documentation in connection with the Letters of Credit as Bank may reasonably request. Borrower further agrees to be bound by the regulations and
interpretations of the issuer of any Letters of Credit guarantied by Bank and opened for Borrower’s account or by Bank’s interpretations of any Letter of Credit issued by Bank for Borrower’s account, and Borrower understands and
agrees that Bank shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments, or supplements
thereto. 
 (c) The obligation of Borrower to immediately reimburse Bank for drawings made under Letters of Credit shall be
absolute, unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, such Letters of Credit, and the Letter of Credit Application. 

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

(e) To guard against fluctuations in currency exchange rates, upon the issuance of any Letter of Credit payable in a Foreign Currency,
Bank shall create a reserve (the “Letter of Credit Reserve”) under the Revolving Line in an amount equal to ten percent (10%) of the face amount of such Letter of Credit. The amount of the Letter of Credit Reserve may be
adjusted by Bank from time to time to account for fluctuations in the exchange rate. The availability of funds under the Revolving Line shall be reduced by the amount of such Letter of Credit Reserve for as long as such Letter of Credit remains
outstanding. 
 2.1.3 Foreign Exchange Sublimit. As part of the Revolving Line, Borrower may enter into foreign exchange
contracts with Bank under which Borrower commits to purchase from or sell to Bank a specific amount of Foreign Currency (each, a “FX Forward Contract”) on a specified date (the “Settlement Date”) at least one FX
Business Day after the contract date. The aggregate amount of FX Forward Contracts at any one time may not exceed ten (10) times Fifteen Million Dollars ($15,000,000), minus (i) the sum of all outstanding principal amounts of any Advances,
(ii) the sum of all amounts used for Cash Management Services, and (iii) the Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve).
FX Forward Contracts shall reduce the amount otherwise available for Credit Extensions under the Revolving Line by 10% of the Dollar Equivalent amount of all outstanding FX Forward Contracts (the “FX Reserve”). Any amounts needed to
fully reimburse Bank for any amounts not paid by Borrower in connection with FX Forward Contracts will be treated as Advances under the Revolving Line and will accrue interest at the interest rate applicable to Advances. 

2.1.4 Cash Management Services Sublimit. Borrower may use the Revolving Line for Bank’s cash management services, which may
include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in Bank’s various cash management services agreements (collectively, the “Cash Management Services”), in an
aggregate amount not to exceed Fifteen Million Dollars ($15,000,000), minus (i) the sum of all outstanding principal amounts of any Advances, (ii) the Dollar Equivalent of the face amount of any outstanding Letters of Credit (including
drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), and (iii) the FX Reduction Amount. Any amounts Bank pays on behalf of Borrower for any Cash Management Services will be treated as Advances under the Revolving Line and
will accrue interest at the interest rate applicable to Advances. 
 2.1.5 Term Loan. 

(a) Availability. Bank shall make one (1) term loan available to Borrower in an amount up to the Term Loan Amount on the
Effective Date subject to the satisfaction of the terms and conditions of this Agreement. 
 (b) Repayment. Borrower
shall repay the Term Loan in (i) at the option of Borrower elected in writing in the notice of borrowing provided by Bank, (x) forty-eight (48) equal installments of principal (the “48 Month


  
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Amortization”); or (y) thirty-six (36) equal installments of principal (the “36 Month Amortization”), plus (ii) monthly payments of accrued interest
(the “Term Loan Payment”). Beginning on the last day of the month following the month in which the Funding Date occurs, each Term Loan Payment shall be payable on the last day of each month. Borrower’s final Term Loan Payment
shall include all outstanding principal and accrued and unpaid interest under the Term Loan plus the Final Payment Amount. Once repaid, the Term Loan may not be reborrowed. 
 2.2 Overadvances. If, at any time, the sum of (a) the outstanding principal amount of any Advances (including any amounts used for Cash Management Services), plus (b) the face amount of
any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), plus (c) the FX Reserve (such sum being an “Overadvance”) exceeds the lesser of either the Revolving Line
or the Borrowing Base, Borrower shall immediately pay to Bank in cash such Overadvance. Without limiting Borrower’s obligation to repay Bank any amount of the Overadvance, Borrower agrees to pay Bank interest on the outstanding amount of any
Overadvance, on demand, at the Default Rate. 
 2.3 Payment of Interest on the Credit Extensions. 

(a) Advances. Subject to Section 2.3(c), the principal amount outstanding under the Revolving Line shall accrue interest at a
floating per annum rate equal to the WSJ Prime Rate plus 1.50%, which interest shall be payable monthly in accordance with Section 2.3(f) below. 
 (b) Term Loan. Subject to Section 2.3(c), the principal amount outstanding under the Term Loan shall accrue interest at a fixed per annum rate equal to the WSJ Prime Rate plus 2.00%, which
interest shall be payable monthly. 
 (c) 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 three percentage points (3.00%) above the rate that is otherwise applicable thereto (the “Default Rate”) unless Bank otherwise elects from time to
time in its sole discretion to impose a smaller increase. Fees and expenses which are required to be paid by Borrower pursuant to the Loan Documents (including, without limitation, Bank Expenses) but are not paid when due shall bear interest until
paid at a rate equal to the highest rate applicable to the Obligations. Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative to timely payment and shall not constitute a waiver of
any Event of Default or otherwise prejudice or limit any rights or remedies of Bank. 
 (d) Adjustment to Interest Rate.
Changes to the interest rate of any Credit Extension based on changes to the WSJ Prime Rate shall be effective on the effective date of any change to the WSJ Prime Rate and to the extent of any such change. 

(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) Payment; Interest Computation. Interest is payable monthly on the last calendar day of each month and shall be computed on the
basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all Payments received after 12:00 p.m. Pacific time on any day shall be deemed received at the opening of business on the next Business Day, and
(ii) the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension is repaid on the same day on which it is made, such day shall be included in
computing interest on such Credit Extension. 
 2.4 Fees. Borrower shall pay to Bank: 

(a) Commitment Fee. A fully earned, non refundable annual commitment fee in the amount of one half percent (0.5%) of the maximum
Revolving Line payable on the Effective Date and each anniversary thereof; provided, that, as of the date hereof, Borrower has paid Bank the commitment fee for the first year; 

  
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 (b) Letter of Credit Fee. Bank’s customary fees and expenses for the issuance or
renewal of Letters of Credit, including, without limitation, a letter of credit fee of one and a quarter percent (1.25%) per annum of the Dollar Equivalent of the face amount of each Letter of Credit issued, upon the issuance of such Letter of
Credit, each anniversary of the issuance during the term of such Letter of Credit, and upon the renewal of such Letter of Credit by Bank; and 
 (c) Unused Revolving Line Facility Fee. A fee (the “Unused Revolving Line Facility Fee”), payable quarterly, in arrears, equal to the percentage set forth below per annum of the
average unused portion of the Revolving Line, as determined by Bank. The unused portion of the Revolving Line, for the purposes of this calculation, shall exclude outstanding Letters of Credit. Borrower shall not be entitled to any credit, rebate or
repayment of any Unused Revolving Line Facility Fee previously earned by Bank pursuant to this Section notwithstanding any termination of the Agreement or the suspension or termination of Bank’s obligation to make loans and advances hereunder.

  

			
	 Quarterly Cash Flow from Billings
	  	 Unused Line Fee

	 > $1.00
	  	0.30% per annum
	 < $1.00
	  	0.50% per annum

 (d) Bank Expenses. All Bank Expenses (including reasonable attorneys’ fees and expenses for
documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due. 
 2.5 Payments;
Application of Payments. 
 (a) All payments (including prepayments) to be made by Borrower under any Loan Document shall be
made in immediately available funds in U.S. Dollars, without setoff or counterclaim, before 12:00 p.m. Pacific time on the date when due. Payments of principal and/or interest received after 12:00 p.m. Pacific time are considered received at the
opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. 

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

	3	CONDITIONS OF LOANS 


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

(a) duly executed original signatures to the Loan Documents; 
 (b) duly executed original signatures to the Control Agreement with Wells Fargo Bank, National Association; 
 (c) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to
the Effective Date; 
 (d) duly executed original signatures to the completed Borrowing Resolutions for each Borrower;

 (e) the Subordination Agreement by and between Motorola, Inc. and Bank, together with the duly executed original signatures
thereto; 

  
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 (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 of each Borrower, together with the duly executed original
signatures thereto; 
 (h) the stock certificate of Good Technology issued to Holdings, together with a duly executed assignment
separate from certificate; 
 (i) 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 and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; 

(j) within 60 days of the Effective Date, the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute
discretion; and 
 (k) 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 obligation to make each Credit Extension, including the initial
Credit Extension, is subject to the following conditions precedent: 
 (a) except as otherwise provided in Section 3.5,
timely receipt of an executed a Transaction Report; 
 (b) the representations and warranties in this Agreement 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 this Agreement
remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof;
and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and 

(c) in Bank’s sole discretion, there has not been a Material Adverse Change. 

3.3 Post-Closing Conditions. Unless otherwise provided in writing, Bank shall have received in form and substance satisfactory to
Bank, 
 (a) within sixty (60) days of the Effective Date, a landlord’s consent in favor of Bank for 101 Redwood
Shores Parkway, Redwood City, CA 94065, by the respective landlord thereof, together with the duly executed original signatures thereto; and 
 (b) within one hundred and twenty (120) days of the Effective Date, duly executed original signatures to the Control Agreement with Bank of America or Good Technology shall have closed account number
4426445834 at Bank of America. 
 3.4 Covenant to Deliver. Except as otherwise provided in Section 3.3, 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 

  
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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. 

3.5 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 (other than Advances under Sections 2.1.2 or 2.1.4), Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by
12:00 p.m. Pacific time on the Funding Date of the Credit Extension. Together with such notification, Borrower must promptly deliver to Bank by electronic mail or facsimile a completed Transaction Report executed by a Responsible Officer or his
or her 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 the
Credit Extensions are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. 

 

	4	CREATION OF SECURITY INTEREST 

 4.1 Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the
Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. 

4.2 Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and
shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement). If Borrower shall acquire a commercial tort
claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such
writing to be in form and substance reasonably satisfactory to Bank. 
 If this Agreement is terminated, Bank’s Lien in the Collateral
shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations 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. 
 4.3 Authorization to File Financing Statements. Borrower hereby authorizes Bank to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect
Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of Bank under the Code. Such financing statements may indicate the
Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion. 

 

	5	REPRESENTATIONS AND WARRANTIES 


Borrower represents and warrants as follows: 
 5.1 Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing in its jurisdiction of formation and is qualified and licensed to do business and is in good
standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s
business. In connection with this Agreement, Borrower has delivered to Bank completed certificates signed by each Borrower, entitled “Perfection Certificate.” Borrower represents and warrants to Bank that (a) Borrower’s
exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection
Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one,
its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation,
organizational structure or type, or any organizational 

  
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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 in all
material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If
Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. 

The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict
with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment,
injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or
qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or (v) constitute an event of default under any material
agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.

 5.2 Collateral. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon
which it purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Except as provided in Section 6.6, 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. 

5.3 Intellectual Property. Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for
(a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted
on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is
material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party
except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. 
 Except as
noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License. 
 5.4 Accounts
Receivable. For any Eligible Account in any Transaction Report, 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 Transaction Report. To the best of Borrower’s
knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms.


  
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 5.5 Litigation. Except as set forth in the Perfection Certificate, 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 Two Hundred and Fifty Thousand Dollars ($250,000), individually or in the
aggregate. 
 5.6 Adjustments to Unaudited Financial Statements; GAAP Reporting. Borrower believes that, as a result of
Borrower’s financial statements not having been audited since 2003 and Borrower’s re-examination of its financial statements and records for the years 2008, 2009 and 2010, adjustments to its unaudited financial statements will occur.
Borrower’s balance sheet and income statement projections presented to Bank by Borrower have been modified to reflect cash flows and do not represent GAAP accounting. After June 30, 2011, all of Borrower’s audited and unaudited
financial statements and projections presented to Bank shall be in accordance with GAAP, however Borrower will also present to Bank versions of such statements and projections that are modified to reflect cash flows and consistent with prior
statements and projections. 
 5.7 Financial Statements; Financial Condition. Subject to Sectio 5.6, 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 subject to
normal year end adjustments. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank. 

5.8 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. 

5.9 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. 
 5.10 Subsidiaries; Investments. Borrower does not own any stock, partnership interest or other equity securities except for Permitted Investments. 

5.11 Tax Returns and Payments; Pension Contributions. Except as set forth in the Perfection Certificate, Borrower has timely filed
all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. 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. 

  
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 5.12 Use of Proceeds. Borrower shall use the proceeds of the Credit Extensions solely
as working capital and to fund its general corporate expenditures, including, but not limited to, Borrower’s pending state tax liability, and not for personal, family, household or agricultural purposes. 

5.13 Full Disclosure. No written representation, warranty or other statement of Borrower in any certificate or written statement
given to Bank, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Bank, contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized by Bank that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are
not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results). 
 5.14 Definition of “Knowledge.” For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of
Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of the Responsible Officers. 

 

	6	AFFIRMATIVE COVENANTS 

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

(a) Maintain its 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 would reasonably be expected to have a material adverse effect on Borrower’s business. 
 (b) Obtain all of the Governmental Approvals necessary for the performance by Borrower of its obligations under the Loan Documents to which it is a party and the grant of a security interest to Bank in
all of its property. 
 6.2 Financial Statements, Reports, Certificates. Provide Bank with the following: 

(a) Transaction Reports. Weekly, aged listings of accounts receivable, accounts payable (by invoice date), a deferred revenue
report, a sales journal and a collection journal (collectively, the “Transaction Reports”); provided that during a Streamline Period, Transaction Reports shall be delivered within thirty (30) days after the last day of each
month; 
 (b) Monthly Financial Statements. As soon as available, but no later than thirty (30) days after the last
day of each month, a company prepared consolidated balance sheet and income statement covering Holdings and its Subsidiary’s operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly
Financial Statements”); 
 (c) Monthly Compliance Certificate. Within thirty (30) days after the last day
of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and
conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request; 

(d) Annual Audited Financial Statements. As soon as available, but no later than one hundred and 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


  
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certified public accounting firm acceptable to Bank in its reasonable discretion; provided, that the audited consolidated financial statements for 2008, 2009 and 2010 shall be delivered not later
than August 31, 2011; 
 (e) Other Statements. Within five (5) days of delivery, copies of all statements,
reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; 
 (f) Legal
Action Notice. A prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate,
Two Hundred and Fifty Thousand Dollars ($250,000) or more; 
 (g) Projections. Within sixty (60) days after the end
of each fiscal year of Borrower, or more frequently if such material is materially updated by Borrower, annual operating budges and projections; and 
 (h) Other Financial Information. Budgets, sales projections, operating plans and other financial information reasonably requested by Bank. 

6.3 Accounts Receivable. 
 (a) Schedules and Documents Relating to Accounts. Borrower shall deliver to Bank transaction reports and schedules of collections, as provided in Section 6.2, on Bank’s standard forms;
provided, however, that Borrower’s failure to execute and deliver the same shall not affect or limit Bank’s Lien and other rights in all of Borrower’s Accounts, nor shall Bank’s failure to advance or lend against a specific
Account affect or limit Bank’s Lien and other rights therein. If requested by Bank, Borrower shall furnish Bank with copies (or, at Bank’s request, originals) of all contracts, orders, invoices, and other similar documents, and all
shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for any goods the sale or disposition of which gave rise to such Accounts. In addition, Borrower shall deliver to Bank, on its request, the originals of all
instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts, in the same form as received, with all necessary indorsements, and copies of all credit memos. 

(b) Disputes. Borrower shall 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 Event of Default has occurred and is continuing; and (iii) after taking into account all such discounts, settlements and
forgiveness, the total outstanding Advances will not exceed the lesser of the Revolving Line or the Borrowing Base. 
 (c)
Collection of Accounts. Borrower shall have the right to collect all Accounts, unless and until an Event of Default has occurred and is continuing. Bank shall require that all proceeds of Accounts be deposited by Borrower into a lockbox
account, or such other “blocked account” as specified by Bank, pursuant to a blocked account agreement in such form as Bank may specify in its good faith business judgment. At all times other than during a Streamline Period, funds will
transfer daily from such lockbox to pay down outstanding Advances. Whether or not an Event of Default has occurred and is continuing, Borrower shall immediately deliver all payments on and proceeds of Accounts to an account maintained with Bank to
be applied (i) prior to an Event of Default, pursuant to the terms of Section 2.5(b) hereof, and (ii) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereof.

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

  
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 (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.

 (g) Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds
arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (1) prior to an Event of Default,
pursuant to the terms of Section 2.5(b) hereof, and (2) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is
continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of surplus, worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Two Hundred
and Fifty Thousand Dollars ($250,000) or less (for all such transactions in any fiscal year). Borrower agrees that it will maintain all proceeds of Collateral in an account maintained with Bank. Nothing in this Section limits the restrictions on
disposition of Collateral set forth elsewhere in this Agreement 
 6.4 Taxes; Pensions; Withholding. 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 5.11 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. 
 In the event
any payments are received by Bank from Borrower pursuant to this Agreement, such payments will be made subject to applicable withholding for any Taxes. Notwithstanding the foregoing, if at any time any Governmental Authority, applicable law,
regulation or international agreement requires Borrower to make any such deduction or withholding of Indemnified Taxes from any such payment or other sum payment hereunder to Bank, the amount due from Borrower with respect to such payment or other
sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required deduction or withholding of Indemnified Taxes, Bank receives a net sum equal to the sum which it would have received had no deductions
or withholding of Indemnified Taxes been required, and Borrower shall pay the full amount deducted or withheld to the relevant Governmental Authority. Borrower will, upon request, furnish Bank with proof satisfactory to Bank indicating that Borrower
has made such withholding payment; provided, however, that Borrower need not make any withholding payment if the amount or validity of such withholding payment is contested in good faith by appropriate proceedings and as to which payment in full is
bonded or reserved against by Borrower. The agreements and obligations of Borrower contained in this provision shall survive the termination of this Agreement. 
 6.5 Insurance. Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry, stage of development and location and as Bank may reasonably
request. Insurance policies shall be in a form, with companies, and in amounts that are satisfactory to Bank. All property policies shall have a lender’s loss payable endorsement showing Bank as the sole lender loss payee and waive subrogation
against Bank. All liability policies shall show, or have endorsements showing, Bank as an additional insured and Borrowers shall provide Bank at least five (5) days written notice before terminating or cancelling coverage under the liability
policies. All policies (or the loss payable and additional insured endorsements) shall provide that the insurer shall give Bank at least twenty (20) days notice before canceling, materially 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. 

  
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 6.6 Operating Accounts. 

(a) Maintain its primary operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates. Borrower shall
ensure that all collections of Accounts owed by Account Debtors are paid directly from such Account Debtors into a lockbox maintained at Bank. Bank acknowledges that Borrower may maintain foreign currency denominated accounts, not in excess of
$2,000,000, in jurisdictions outside the United States with financial institutions unaffiliated with Bank. 
 (b) Provide Bank
five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower
shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to
perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank; provided, that, Holdings shall not be required to deliver a Control
Agreement with respect to account number 6299431285 and account number 22555400 maintained at Wells Fargo Bank, National Association, provided that the funds in such account are used solely to secure office furniture of Borrowers and the settlement
regarding Altexia. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified
to Bank by Borrower as such. 
 6.7 Financial Covenants. Maintain at all times, to be tested as of the last day of each
fiscal quarter on a consolidated basis with respect to Borrower and its Subsidiaries: 
 (a) Liquidity. Unrestricted cash
and Cash Equivalents plus Committed Availability (“Liquidity”) of at least $8,000,000. 
 (b) Performance to
Plan. Commencing with the fiscal quarter ending December 31, 2010, Borrower’s quarterly minimum Cash Flow from Billings for such period shall not be less than the amount set forth below, excluding the effect of a one-time charge for
discontinued operations, product lines or branches of Visto BDL not to exceed $2,000,000. 
  

					
	 Period End
	  	Performance Covenant	 
	 December 31, 2010
	  	($	4,000,000	) 
	 March 31, 2011
	  	($	3,000,000	) 
	 June 30, 2011
	  	($	1,000,000	  
	 September 30, 2011 and each fiscal quarter thereafter
	  	$	3,000,000	  

 (c) Capital Expenditures. Borrower’s capital expenditures shall not exceed $4,000,000 per
annum. 
 6.8 Protection and Registration of Intellectual Property Rights. Protect, defend and maintain the validity and
enforceability of Borrower’s Intellectual Property; (ii) promptly advise Bank in writing of infringements of its Intellectual Property that become known to the Borrower and that would reasonably be expected to result in a material adverse
effect on Borrower (Borrower acknowledges that the contents of any such notice may be limited as necessary, upon advice of counsel, to protect the attorney client privilege); and (iii) not allow any Intellectual Property material to
Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. 

  
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 6.9 Litigation Cooperation. From the date hereof and continuing through the
termination of this Agreement, make available to Bank upon reasonable notice and at such times as would not unduly disrupt the operation of Borrower’s business, without expense to Bank, Borrower and its officers, employees and agents and
Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower. 

6.10 Access to Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on three (3) Business
Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than two times
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 $850 per person per day (or such higher amount as
shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the
audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the
anticipated costs and expenses of the cancellation or rescheduling. 
 6.11 Further Assurances. Execute any further
instruments and take further action as Bank reasonably requests to perfect or continue Bank’s Lien in the Collateral or to effect the purposes of this Agreement. Deliver to Bank, within five (5) days after the same are sent or 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. 
 6.12
Material Subsidiaries. From time to time, upon request by Bank, Borrower shall promptly cause any Subsidiary determined by Bank to be a material Subsidiary to become a Borrower or Guarantor hereunder, as selected by Bank, and to grant to Bank a
first priority perfected security in the assets owned by such Subsidiary to secure such obligation; provided that, in the case of foreign Subsidiaries, the duties and obligations imposed under this Section 6.13 in connection with such foreign
Subsidiary becoming a Borrower or Guarantor, as the case may be, shall not exceed those imposed on existing foreign Borrowers or foreign Guarantors, as applicable, unless such additional duties and obligations would not have a material adverse tax
consequence Borrower. 
  

	7	NEGATIVE COVENANTS 

 Borrower shall
not do any of the following without Bank’s prior written consent which, with respect to Section 7.3, shall not be unreasonably withheld or delayed: 
 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; and (d) of non-exclusive
licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than
territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States. 

7.2 Changes in Business, Management, Ownership, Control], or Business Locations. (a) Engage in or permit any of its
Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) suffer, or permit any Subsidiary to
suffer, any Change in Control. 
 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 $250,000 in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000
to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction 

  
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of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of
organization. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000 to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the
Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Bank in
its sole discretion. 
 7.3 Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or
consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person. 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 (other than repurchases of common stock in an aggregate amount not to exceed $250,000 per year, from former employees and consultants pursuant to stock repurchase
agreements); or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. 
 7.8 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary
course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person. 

7.9 Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination,
intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof or adversely affect the subordination
thereof to Obligations owed to Bank. 
 7.10 Compliance. Become an “investment company” or a company controlled
by an “investment company,” under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors
of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail to comply
with the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation could reasonably be expected to have a material adverse effect on Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or
permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could
reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. 

  
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	8	EVENTS OF DEFAULT 

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

(a) Borrower fails or neglects to perform any obligation in Sections 6.2, 6.4, 6.5, 6.6, 6.7, 6.10 or violates any covenant in
Section 7; or 
 (b) Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant
or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the
default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten
(10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such
reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Cure periods provided under this section shall not apply, among other things, to
financial covenants or any other covenants set forth in clause (a) above; 
 8.3 Material Adverse Change. A Material
Adverse Change occurs; 
 8.4 Attachment; Levy; Restraint on Business. 

(a) (i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any entity under the
control of Borrower (including a Subsidiary) on deposit or otherwise maintained with Bank or any Bank Affiliate, or (ii) a notice of lien or levy is filed against any of Borrower’s assets by any government agency, and the same under
subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten
(10) day cure period; or 
 (b) (i) any material portion of Borrower’s assets is attached, seized, levied on, or
comes into possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower from conducting any material part of its business; 
 8.5 Insolvency. (a) 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, under any agreement to which Borrower or any
Guarantor is a party with a third party or parties, (a) any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount individually or in the aggregate in
excess of Two Hundred and Fifty Thousand Dollars ($250,000) that continues after any applicable cure period; or (b) any default by Borrower or Guarantor, the result of which could have a material adverse effect on Borrower’s or any
Guarantor’s business; 
 8.7 Judgments. One or more final judgments, orders, or decrees for the payment of money in
an amount, individually or in the aggregate, of at least Two Hundred and Fifty Thousand Dollars ($250,000) (not covered by 

  
 -15-









 
independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Borrower and the same are not, within ten (10) days after the
entry thereof, discharged or execution thereof stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration of any such stay (provided that no Credit Extensions will be made prior to the discharge, stay, or bonding
of such judgment, order, or decree); 
 8.8 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 (it being understood 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); or 
 8.9
Subordinated Debt. Any document, instrument, or agreement evidencing any Subordinated Debt shall for any reason be revoked or invalidated or otherwise cease to be in full force and effect, any Person shall be in breach thereof or contest in any
manner the validity or enforceability thereof or deny that it has any further liability or obligation thereunder, or the Obligations shall for any reason be subordinated or shall not have the priority contemplated by this Agreement or the
Subordination Agreement. 
  

	9	BANK’S RIGHTS AND REMEDIES 

 9.1 Rights and Remedies. While an Event of Default occurs and continues Bank may, without notice or demand, do any or all of the following: 

(a) declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations
are immediately due and payable without any action by Bank); 
 (b) stop advancing money or extending credit for Borrower’s
benefit under this Agreement or under any other agreement between Borrower and Bank; 
 (c) demand that Borrower
(i) deposit cash with Bank in an amount equal to 110% of the Dollar Equivalent of the aggregate face amount of all Letters of Credit remaining undrawn (plus all interest, fees, and costs due or to become due in connection therewith (as
estimated by Bank in its good faith business judgment)), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith
deposit and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit; 
 (d) terminate any FX Forward Contracts; 
 (e) settle or adjust disputes and claims
directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, notify any Person owing Borrower money of Bank’s security interest in such funds, and verify the amount of such account; 

(f) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the
Collateral. Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates. Bank may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase,
contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Bank a license to enter and occupy any of its premises, without charge, to exercise any of Bank’s
rights or remedies; 
 (g) apply to the Obligations any (i) balances and deposits of Borrower it holds, or (ii) any
amount held by Bank owing to or for the credit or the account of Borrower; 
 (h) ship, reclaim, recover, store, finish,
maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, 

  
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Borrower’s labels, Patents, Copyrights, mask works, rights of use of any name, trade secrets, trade names, Trademarks, and advertising matter, or any similar property as it pertains to the
Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section, Borrower’s rights under all licenses and all franchise agreements inure to
Bank’s benefit; 
 (i) place a “hold” on any account maintained with Bank and/or deliver a notice of exclusive
control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; 
 (j) demand and receive possession of Borrower’s Books; and 
 (k) exercise all
rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof). 

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

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

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

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

 

	10	NOTICES 

 All notices, consents,
requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and
three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by electronic mail or facsimile transmission;
(c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the
address, facsimile number, or email address indicated below. Bank or Borrower may change its mailing or electronic mail address or facsimile number by giving the other party written notice thereof in accordance with the terms of this
Section 10. 
  

			
	        If to Borrower:	  	Good Technology, Inc. or Visto Corporation
		  	101 Redwood Shoares Parkway, Suite 400
		  	Redwood City, CA 94065-1180
		  	Attn: David Russian
		  	Fax: (650) 622-9591
		
	If to Bank:	  	Silicon Valley Bank
		  	555 Mission Street, Suite 900
		  	San Francisco, CA 94105
		  	Attn: Mike Meier
		  	Fax: (415) 615-0076

  

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

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

  
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shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. 

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

 

	12	GENERAL PROVISIONS 


12.1 Termination Prior to Revolving Line Maturity Date. The Revolving Line 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. Notwithstanding any such termination, Bank’s lien and security interest in the Collateral shall continue until Borrower fully
satisfies its Obligations. 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 Revolving Line Termination Fee. 
 12.2 Successors and Assigns. This Agreement binds and is for the
benefit of the successors and permitted assigns of each party. Borrower may not assign this Agreement or any rights or obligations under it without Bank’s prior written consent (which may be granted or withheld in Bank’s discretion). Bank
has the right, without the consent of or notice to Borrower, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights, and benefits under this Agreement and the other
Loan Documents (other than the Warrant, as to which assignment, transfer and other such actions are governed by the terms of the Warrant). 
 12.3 Indemnification. Borrower agrees to indemnify, defend and hold Bank and its directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Bank (each,
an “Indemnified Person”) harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “Claims”) claimed or asserted by any other party in connection with the transactions contemplated by the
Loan Documents; and (b) all losses or expenses 

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

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

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

12.8 Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts,
each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement. 
 12.9
Survival. All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other
obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied. The obligation of Borrower in Section 12.3 to indemnify Bank shall survive until the statute of limitations with respect to such claim or
cause of action shall have run. 
 12.10 Confidentiality. In handling any confidential information, Bank shall exercise
the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with Bank, collectively,
“Bank Entities”); (b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Bank shall use its best efforts to obtain any prospective transferee’s or purchaser’s agreement to
the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s regulators or as otherwise required in connection with Bank’s examination or audit; (e) as Bank considers appropriate
in exercising remedies under the Loan Documents; and (f) to third-party service providers of Bank so long as such service providers have executed a confidentiality agreement with Bank with terms no less restrictive than those contained herein.
Confidential information does not include information that is either: (i) in the public domain or in Bank’s possession when disclosed to Bank, or becomes part of the public domain after disclosure to Bank; or (ii) disclosed to Bank by
a third party if Bank does not know that the third party is prohibited from disclosing the information. 
 Bank Entities may use the
confidential information for reporting purposes and the development and distribution of databases and market analyses so long as such confidential information is aggregated and anonymized prior to distribution unless otherwise expressly prohibited
by Borrower. The provisions of the immediately preceding sentence shall survive the termination of this Agreement. 

  
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 12.11 Attorneys’ Fees, Costs and Expenses. In any action or proceeding between
Borrower and Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be
entitled. 
 12.12 Electronic Execution of Documents. The words “execution,” “signed,”
“signature” and words of like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a
manually executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions
Act. 
 12.13 Captions. The headings used in this Agreement are for convenience only and shall not affect the
interpretation of this Agreement. 
 12.14 Construction of Agreement. The parties mutually acknowledge that they and
their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist. 

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

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

	13	DEFINITIONS 


13.1 Definitions. As used in the Loan Documents, the word “shall” is mandatory, the word “may” is permissive,
the word “or” is not exclusive, the words “includes” and “including” are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement,
the following capitalized terms have the following meanings: 
 “36 Month Amortization” is defined in Section 2.1.5(b).

 “48 Month Amortization” is defined in Section 2.1.5(b). 
 “Account” is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other
sums owing to Borrower. 
 “Account Debtor” is any “account debtor” as defined in the Code with such additions to
such term as may hereafter be made. 
 “Advance” or “Advances” means an advance (or advances) under the
Revolving Line. 
 “Affiliate” is, with respect to any Person, each other Person that owns or controls directly or indirectly
the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company, that
Person’s managers and members. 
 “Agreement” is defined in the preamble hereof. 

  
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 “Availability Amount” is (a) the lesser of (i) the Revolving Line or
(ii) the amount available under the Borrowing Base minus (b) the Dollar Equivalent amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) plus an amount equal to the Letter of Credit Reserve, minus
(c) the FX Reserve, minus (d) any amounts used for Cash Management Services, and minus (e) the outstanding principal balance of any Advances. 
 “Bank” is defined in the preamble hereof. 
 “Bank Expenses” are
all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred
in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower or any other Credit Party. 

“Bankruptcy-Related Defaults” is defined in Section 9.1. 
 “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 (i) 80% of Eligible Accounts and
Eligible Foreign Accounts and (ii) commencing September 1, 2011, not in excess of $2,000,000 in Accounts that would otherwise be ineligible based on subsection (i) of the definition of Eligible Accounts shall be included in the
Borrowing Base without an Assignment of Claims if Borrower’s Liquidity is greater than $15,000,000, in each case as determined by Bank from Borrower’s most recent Transaction Report; provided, however, that Bank may decrease the foregoing
percentages 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 substantially in the form attached hereto as Exhibit D and delivered by such Person to Bank approving the Loan
Documents to which such Person is a party and the transactions contemplated thereby, together with a certificate executed by its Secretary on behalf of such Person certifying that (a) such Person has the authority to execute, deliver, and
perform its obligations under each of the Loan Documents to which it is a party, (b) that attached as Exhibit A to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying
the execution, delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents on behalf of such Person, together with a sample of the true
signature(s) of such Person(s), and (d) that Bank may conclusively rely on such certificate unless and until such Person shall have delivered to Bank a further certificate canceling or amending such prior certificate. 

“Business Day” is any day that is not a Saturday, Sunday or a day on which Bank is closed. 

“Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency
or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either
Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.; (c) Bank’s certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market funds at least ninety-five
percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. 
 “Cash Flow from Billings” means actual total billings to customers during a specific accounting period (e.g., month, quarter, year), less cost of billings, operating expenses, other
expense (net of other income) and provision for income taxes. Billings are defined as the value of invoices charged to customers for software licenses, maintenance, subscription fees and any other service or charges less any returns from customers.
Cost of billings, operating expenses, other expenses net of other income are defined as those expenses, or other income, that should be expenses, or netted against other expense, in accordance with GAAP excluding non cash stock compensation expense
(FAS 123R), non cash gains and losses from discontinued operations, product lines, branches or subsidiaries, non cash losses from impairment of 

  
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assets and non cash gains and losses from foreign currency translations. Provision for income taxes will be calculated based on estimated taxable income that may or may not equate to each flow
billing. 
 “Cash Management Services” is defined in Section 2.1.4. 

“Change in Control” means any event, transaction, or occurrence as a result of which (a) any “person” (as such term is
defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of Borrower, is or becomes a beneficial owner (within the meaning Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of securities of Borrower, representing twenty-five percent (25%) or more of the combined voting power of Borrower’s then outstanding securities; or (b) during any period of
twelve consecutive calendar months, individuals who at the beginning of such period constituted the Board of Directors of Borrower (together with any new directors whose election by the Board of Directors of Borrower was approved by a vote of not
less than two-thirds of the directors then still in office who either were directions at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason other than death or disability to
constitute a majority of the directors then in office. 
 “Code” is the Uniform Commercial Code, as the same may, from time to
time, be enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the
definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to,
Bank’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other
jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions. 
 “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. 
 “Committed Availability” means, as the date of determination, an amount equal to the Revolving Line minus all outstanding Credit Extensions. 

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

“Control Agreement” is any control agreement entered into among the depository institution at which Borrower maintains a Deposit Account
or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Bank pursuant to which Bank obtains control (within the meaning of the Code) over such Deposit Account,
Securities Account, or Commodity Account. 

  
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 “Copyrights” are any and all copyright rights, copyright applications, copyright
registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret. 
 “Credit Extension” is any Advance, Equipment Advance, Letter of Credit, Term Loan, FX Forward Contract, amount utilized for Cash Management Services, or any other extension of credit by
Bank for Borrower’s benefit. 
 “Credit Party” means each Borrower, and each of their Subsidiaries. 

“Default Rate” is defined in Section 2.3(c). 
 “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 Holdings’ deposit account, account number 3300748436, maintained with Bank. 

“Dollars,” “dollars” or use of the sign “$” means only lawful money of the United States and not any
other currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted into lawful money of the United States. 
 “Dollar Equivalent” is, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in a Foreign Currency,
the equivalent amount therefor in Dollars as determined by Bank at such time on the basis of the then-prevailing rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such Foreign
Currency. 
 “Domestic Subsidiary” means a Subsidiary organized under the laws of the United States or any state or territory
thereof or the District of Columbia. 
 “Effective Date” is defined in the preamble hereof. 

“Eligible Accounts” means Accounts which arise in the ordinary course of Borrower’s business that meet all Borrower’s
representations and warranties in Section 5.4. Bank reserves the right at any time after the Effective Date to adjust any of the criteria set forth below and to establish new criteria in its good faith business judgment. Unless Bank otherwise
agrees in writing, Eligible Accounts shall not include: 
  

	 	(a)	Accounts for which the Account Debtor is Borrower’s Affiliate, officer, employee, or agent; 


 

	 	(b)	Accounts that the Account Debtor has not paid within ninety (90) days of invoice date regardless of invoice payment period terms, except for Vodafone, which shall
be ineligible when aged over 120 days past invoice date; 

  

	 	(c)	Accounts with credit balances over ninety (90) 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 ninety (90) days of invoice date;


  

	 	(e)	Accounts owing from an Account Debtor which does not have its principal place of business in the United States or Canada unless such accounts are Eligible Foreign
Accounts; 

  

	 	(f)	Accounts billed and/or payable outside of the United States unless Bank has a first priority, perfected security interest or other enforceable Lien in such Accounts
under all applicable laws, including foreign laws (sometimes called foreign invoiced accounts); 


  
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	 	(g)	Accounts owing from an Account Debtor to the extent that Borrower is indebted or obligated in any manner to the Account Debtor (as creditor, lessor, supplier or
otherwise - sometimes called “contra” accounts, accounts payable, customer deposits or credit accounts). 

  

	 	(h)	Accounts owing from an Account Debtor, whose total obligations to Borrower exceed twenty-five percent (25%) of all Accounts, for the amounts that exceed that
percentage, unless Bank approves in writing or with respect to Vodafone that has a concentration limit is 40%; 

  

	 	(i)	Accounts owing from an Account Debtor which is a United States government entity or any department, agency, or instrumentality thereof unless Borrower has assigned its
payment rights to Bank and the assignment has been acknowledged under the Federal Assignment of Claims Act of 1940, as amended; 

  

	 	(j)	Accounts for demonstration or promotional equipment, or in which goods are consigned, or sold on a “sale guaranteed,” “sale or return,” “sale
on approval,” or other terms if Account Debtor’s payment may be conditional; 

  

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

  

	 	(l)	Accounts subject to contractual arrangements between Borrower and an Account Debtor where payments shall be scheduled or due according to completion or fulfillment
requirements where the Account Debtor has a right of offset for damages suffered as a result of Borrower’s failure to perform in accordance with the contract (sometimes called contracts accounts receivable, progress billings, milestone
billings, or fulfillment contracts); 

  

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

  

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


 

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

  

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

  

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


 

	 	(r)	Accounts for which Borrower has permitted Account Debtor’s payment to extend beyond 90 days; 


 

	 	(s)	Accounts arising from chargebacks, debit memos or others payment deductions taken by an Account Debtor (but only to the extent the chargeback is determined invalid and
subsequently collected by Borrower); 


  
 -25-










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


 

	 	(u)	Accounts in which the Account Debtor disputes liability or makes any claim (but only up to the disputed or claimed amount), or if the Account Debtor is subject to an
Insolvency Proceeding, or becomes insolvent, or goes out of business; and 

  

	 	(v)	Accounts for which Bank in its good faith business judgment determines collection to be doubtful, including, without limitation, accounts represented by
“refreshed” or “recycled” invoices. 

 “Eligible Foreign Accounts” are Vodafone, T-Mobile UK,
Telestra and Citigroup UK, with additional account debtors to be considered by Bank on a case-by-case basis. 
 “Equipment” is
all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of
the foregoing. 
 “ERISA” is the Employee Retirement Income Security Act of 1974, and its regulations. 

“Event of Default” is defined in Section 8. 
 “Exchange Act” is the Securities Exchange Act of 1934, as amended. 

“Final Payment Amount” is (i) if Borrower chooses the 48 Month Amortization, $210,000; and (ii) if Borrower chooses the 36
Month Amortization, $165,000. 
 “Foreign Currency” means lawful money of a country other than the United States. 

“Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary. 
 “Funding Date” is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business Day. 
 “FX Business Day” is any day when (a) Bank’s Foreign Exchange Department is conducting its normal business and (b) the Foreign Currency being purchased or sold by Borrower
is available to Bank from the entity from which Bank shall buy or sell such Foreign Currency. 
 “FX Forward Contract” is
defined in Section 2.1.3. 
 “FX Reduction Amount” is defined in Section 2.1.3. 

“FX Reserve” is defined in Section 2.1.3. 
 “GAAP” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession, which are applicable to the
circumstances as of the date of determination. 
 “General Intangibles” is all “general intangibles” as defined in
the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and other tax refunds, security and other deposits, payment intangibles,
contract rights, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance 

  
 -26-









 
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. 

“Holdings” is defined in the preamble to the Agreement. 
 “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. 
 “Initial
Audit” is Bank’s inspection of Borrower’s Accounts, the Collateral, and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion. 
 “Insolvency Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the
benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief. 
 “Intellectual Property” means all of Borrower’s right, title, and interest in and to the following: 
  

	 	(a)	its Copyrights, Trademarks and Patents; 

  

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


  

	 	(c)	any and all source code; 

  

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

  

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

  

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

 “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. 

  
 -27-









 “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. For the avoidance of doubt, funding for normal operations shall not be construed as Investments. 

“Letter of Credit” means a standby letter of credit issued by Bank or another institution based upon an application, guarantee,
indemnity or similar agreement on the part of Bank as set forth in Section 2.1.2. 
 “Letter of Credit Application” is
defined in Section 2.1.2(b). 
 “Letter of Credit Reserve” has the meaning set forth in Section 2.1.2(e). 

“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. 
 “Liquidity” is defined in
Section 6.7(a). 
 “Loan Documents” are, collectively, this Agreement, the Perfection Certificates, the Motorola
Subordination Agreement, any note, or notes or guaranties executed by Borrower or any Guarantor, and any other present or future agreement between Borrower any Guarantor and/or for the benefit of Bank in connection with this Agreement, all as
amended, restated, or otherwise modified. 
 “Material Adverse Change” is (a) a material impairment in the perfection or
priority of Bank’s Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise) of Borrower; or (c) a material impairment of the prospect
of repayment of any portion of the Obligations. 
 “Monthly Financial Statements” is defined in Section 6.2(b).

 “Motorola Subordination Agreement” is that certain Subordination Agreement by and between Bank and Motorola dated as of the
date hereof 
 “Net Income” means, as calculated on a consolidated basis for Borrower and its Subsidiaries for any period as at
any date of determination, the net profit (or loss), after provision for taxes, of Borrower and its Subsidiaries for such period taken as a single accounting period. 
 “Obligations” are Borrower’s obligations to pay when due any debts, principal, interest, Bank Expenses and other amounts Borrower owes Bank now or later, whether under this
Agreement, the Loan Documents, or otherwise, including, without limitation, all obligations relating to letters of credit (including reimbursement obligations for drawn and undrawn letters of credit), cash management services, and foreign exchange
contracts, if any, and including interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower’s duties under the Loan Documents. 

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

“Patents” means all patents, patent applications and like protections including without limitation improvements, divisions,
continuations, renewals, reissues, extensions and continuations-in-part of the same. 
 “Perfection Certificate” is defined in
Section 5.1. 

  
 -28-









 “Permitted Indebtedness” is: 

 

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


 

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


 

	 	(c)	Subordinated Debt; 

  

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


 

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


 

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


 

	 	(g)	Indebtedness of Borrower to any Subsidiary and Contingent Obligations of any Subsidiary with respect to obligations of Borrower (provided that the primary obligations
are not prohibited hereby), and Indebtedness of any Subsidiary to Borrower in an aggregate principal amount not to exceed Two Hundred and Fifty Thousand Dollars ($250,000); 


 

	 	(h)	other Indebtedness not otherwise permitted by Section 7.4 not exceeding One Hundred Thousand Dollars ($100,000) in the aggregate outstanding at any time; and


  

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

 “Permitted Investments” are: 
  

	 	(a)	Investments (including, without limitation, Subsidiaries) existing on the Effective Date and shown on the Perfection Certificate and; 


 

	 	(b)	Investments consisting of Cash Equivalents; 

  

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


  

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


 

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


 

	 	(f)	Investments (i) by Borrower in Subsidiaries not to exceed Two Hundred and Fifty Thousand Dollars ($250,000) in the aggregate in any fiscal year;


  

	 	(g)	Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and
(ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower’s Board of Directors;



  
 -29-










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

  

	 	(i)	Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary
course of business; provided that this paragraph (i) shall not apply to Investments of Borrower in any Subsidiary; 

  

	 	(j)	joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the non-exclusive licensing of technology, the development of
technology or the providing of technical support, provided that any cash investments by Borrower do not exceed Two Hundred and Fifty Thousand Dollars ($250,000) in the aggregate in any fiscal year; and 


 

	 	(k)	other Investments not otherwise permitted by Section 7.7 not exceeding One Hundred Thousand Dollars ($100,000) in the aggregate outstanding at any time.


 “Permitted Liens” are: 
  

	 	(a)	Liens existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement and the other Loan Documents; 


 

	 	(b)	Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which
Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder; 


 

	 	(c)	purchase money Liens (i) on Equipment (other than Financed Equipment) acquired or held by Borrower incurred for financing the acquisition of the Equipment securing
no more than Two Hundred and Fifty Thousand Dollars ($250,000) in the aggregate amount outstanding, or (ii) existing on Equipment (other than Financed Equipment) when acquired, if the Lien is confined to the property and improvements and the
proceeds of the Equipment; 

  

	 	(d)	Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens attach only
to Inventory, securing liabilities in the aggregate amount not to exceed Two Hundred and Fifty Thousand Dollars ($250,000) and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate
proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; 

  

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

  

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

  

	 	(g)	 leases or subleases of real property granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary
course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to another




  
 -30-










	 	
Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Bank a security interest therein;


  

	 	(h)	non-exclusive license of Intellectual Property granted to third parties in the ordinary course of business, and licenses of Intellectual Property that could not result
in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States; 


 

	 	(i)	Liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default under Sections 8.4 and 8.7; and


  

	 	(j)	Liens in favor of other financial institutions arising in connection with Borrower’s deposit and/or securities accounts held at such institutions, provided that
Bank has a perfected security interest in the amounts held in such deposit and/or securities accounts. 


“Person” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated
organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency. 
 “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.

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

 “Restricted License” is any material license or other agreement with respect to which Borrower is the licensee (a) that
prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s
right to sell any Collateral. 
 “Revolving Line” is an Advance or Advances in an amount equal to Fifteen Million Dollars
($15,000,000). 
 “Revolving Line Maturity Date” is January 26, 2013. 

“Revolving Line Termination Fee” is in an amount equal to two percent (2.0%) of outstanding obligations under the Revolving Line if
the Revolving Line is terminated on or before the first anniversary of the Effective Date and one and a half percent (1.50%) of outstanding obligations under the Revolving Line if the Revolving Line is terminated thereafter. 

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

“Securities Account” is any “securities account” as defined in the Code with such additions to such term as may hereafter be
made. 
 “Settlement Date” is defined in Section 2.1.3. 
 “Streamline Period” is where Borrower’s Liquidity is greater than or equal to $15,000,000 or obligations outstanding under the Revolving Line, including all sublimits, is equal to or
less than 50% of the BorrOwing Base. 

  
 -31-









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

 “Subsidiary” is, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of
stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority Of the board of directors or other managers
of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless the context otherwise requires,
each reference to a Subsidiary herein shall be a reference to a Subsidiary of Borrower. 
 “Term Loan” is a loan made by Bank
pursuant to the terms of Section 2.1.5 hereof. 
 “Term Loan Amount” is an amount equal to Six Million Dollars
($6,000,000). 
 “Term Loan Payment” is defined in Section 2.1.5(b). 

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

“Transaction Report” is that certain report of transactions and schedule of collections in the form l attached hereto as Exhibit C.

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

“WSJ Prime Rate” is the rate most recently announced as the “prime rate” in the Money Rates section of The Wall Street
Journal. 
 [Remainder of page intentionally left blank - Signature page follows.] 

  
 -32-









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

			
	GOOD TECHNOLOGY, INC., a Delaware corporation
		
	By	 	 /s/ King R. Lee

	Name:	 	 King R. Lee

	Title:	 	 CEO

	
	VISTO CORPORATION, a Delaware corporation
		
	By	 	 /s/ King R. Lee

	Name:	 	 King R. Lee

	Title:	 	 CEO

	
	BANK:
	
	SILICON VALLEY BANK
		
	By	 	 /s/ Mike Meier

	Name:	 	 Mike Meier

	Title:	 	 Relationship Manager


 [Signature page to Loan and Security Agreement] 







 EXHIBIT A — COLLATERAL DESCRIPTION 

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

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements,
franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of
credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all
Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and
insurance proceeds of any or all of the foregoing. 
 Notwithstanding the foregoing, the Collateral does not include any Intellectual Property;
provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is
necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent
necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. 
 Pursuant to the terms of a certain negative pledge arrangement with Bank set forth in Section 7.5 of the Loan, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s
prior written consent. 

  
 A-1









 EXHIBIT B 
 COMPLIANCE CERTIFICATE 
  

									
	TO:	  	SILICON VALLEY BANK	  		  	Date:	  	
	FROM:	  	  
	  		  		  	

 The undersigned authorized officer of each of Good Technology, Inc. and Visto Corporation (collectively,
“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): 
 (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the
Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by
materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its
Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the
terms of Section 5.11 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
	 Weekly Transaction Report (Monthly during Streamline Period)
	  	Weekly	  	Yes    No
	 Monthly financial statements with Compliance Certificate
	  	Monthly within 30 days	  	Yes    No
	 Annual financial statement (CPA Audited) + CC
	  	FYE within 180 days	  	Yes    No
	 Projections
	  	FYE within 60 days	  	Yes    No

  

											
	 Financial Covenant
	  	Required	 	  	Actual	 	  	Complies
	 Maintain on a Quarterly Basis:
	  				  				  	
	 Liquidity of at least $8,000,000
	  	> $	8,000,000	  	  	$	            	  	  	Yes    No
	 Performance to Plan (See Section 6.7(b))
	  				  	$	            	  	  	Yes    No
	 Annual Capital Expenditures not to exceed $4,000,000
	  	> $	4,000,000	  	  	$	            	  	  	Yes    No

 The following financial covenant analys[is][es] and information set forth in Schedule 1 attached hereto are true and
accurate as of the date of this Certificate. 

  
 B-1









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

 
  
  

 
  

									
	GOOD TECHNOLOGY, INC.	 		 	BANK USE ONLY
					
		 		 		 	Received by:	 	  

	By	 	  
	 		 		 	AUTHORIZED SIGNER
	Name:	 	  
	 		 		 	
	Title	 	  
	 		 	Date:	 	  

					
		 		 		 	Verified:	 	  

		 		 		 		 	AUTHORIZED SIGNER
		 		 		 	Date:	 	  

		 		 		 	
Compliance Status:                    Yes 
                     No

				
	VISTO CORPORATION	 		 		 	
					
	By	 	  
	 		 		 	
	Name:	 	  
	 		 		 	
	Title	 	  
	 		 		 	


  
 B-2









 SCHEDULE I TO COMPLIANCE CERTIFICATE 

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

	I.	Liquidity (Section 6.7(a)) 


Required: Liquidity of at least $8,000,000. 

Actual: 
  

							
	A.	  	Unrestricted cash and Cash Equivalents	  		  	$            
				
	B.	  	Committed Availability	  		  	$            
				
	C.	  	Liquidity (line A plus line B)	  		  	$            
			
	Is line C equal to or greater than $8,000,000?	  		  	
			
		  	            No, not in compliance`	  	             Yes, in compliance

  

	II.	Performance to Plan (Section 6.7(b)) 


Required: Commencing with the fiscal quarter ending December 31, 2010, quarterly minimum Cash Flow from Billings for such period shall not be less
than the amount set forth below. 
  

					
	 Period End
	  	 Performance Covenant
	 
	December 31, 2010	  	($	4,000,000	) 
	March 31, 2011	  	($	3,000,000	) 
	June 30, 2011	  	($	1,000,000	) 
	September 30, 2011 and each fiscal quarter thereafter	  	$	3,000,000	  

 Actual: 
  

									
	A.	  	Cash Flow from Billings	  		  	$	            	  
		
	 Is the value of line A equal to or greater than the amount set forth above?
	  			
			
		  	            No, not in compliance	  	            Yes, in comopliance	  

  

	III.	Capital Expenditures (Section 6.7(c)) 


Required: Capital expenditures shall not exceed $4,000,000 per annum. 
 Actual: 
  

					
	A.	  	Capital expenditures	  	$            


  
 B-3










			
	 Is the value of lines A equal to or less than the amount set forth above?

		
	                         No, not in compliance	  	             Yes, in compliance


  
 B-4









 EXHIBIT C 
 Transaction Report 

  
 C-1









 EXHIBIT D 
 [FORM OF] CORPORATE BORROWING CERTIFICATE 
  

			
	BORROWER:	 	Date:                     
	BANK: Silicon Valley Bank	 	 

 I hereby certify as follows, as of the date set forth above: 

1. I am the Secretary, Assistant Secretary or other officer of the Borrower. My title is as set forth below. 

2. Borrower’s exact legal name is set forth above. Borrower is a corporation existing under the laws of the state of Delaware. 

3. Attached hereto are true, correct and complete copies of Borrower’s Certificate of Incorporation (including amendments), as filed with the
Secretary of State of the state in which Borrower is incorporated as set forth in paragraph 1 above. Such Certificate of Incorporation have not been amended, annulled, rescinded, revoked or supplemented, and remain in full force and effect as of the
date hereof. 
 4. The following resolutions were duly and validly adopted by Borrower’s Board of Directors at a duly held meeting of such
directors (or pursuant to a unanimous written consent or other authorized corporate action). Such resolutions are in full force and effect as of the date hereof and have not been in any way modified, repealed, rescinded, amended or revoked, and Bank
may rely on them until Bank receives written notice of revocation from Borrower. 
 RESOLVED, that any one of the following officers or
employees of Borrower, whose names, titles and signatures are below, may act on behalf of Borrower: 
  

													
	Name	 	 	  	Title	  	 	  	Signature	  	 	  	Authorized to
Add or Remove
Signatories
	 	 		  	 	  		  	 	  		  	 ̈
	 	 		  	 	  		  	 	  		  	 ̈
	 	 		  	 	  		  	 	  		  	 ̈
	 	 		  	 	  		  	 	  		  	 ̈

 RESOLVED FURTHER, that any one of the persons designated above with a checked box beside his or her name
may, from time to time, add or remove any individuals to and from the above list of persons authorized to act on behalf of Borrower. 

RESOLVED FURTHER, that such individuals may, on behalf of Borrower: 

Borrow Money. Borrow money from Silicon Valley Bank (“Bank”). 

Execute Loan Documents. Execute any loan documents Bank requires. 

Grant Security. Grant Bank a security interest in any of Borrower’s assets. 

Negotiate Items. Negotiate or discount all drafts, trade acceptances; promissory notes, or other indebtedness in which Borrower has
an interest and receive cash or otherwise use the proceeds. 
 Letters of Credit. Apply for letters of
credit from Bank. 

  
 D-1









 Foreign Exchange Contracts. Execute spot or forward foreign exchange
contracts. 
 Issue Warrants. Issue warrants for Borrower’s capital stock. 

Further Acts. Designate other individuals to request advances, pay fees and costs and execute other documents or agreements
(including documents or agreement that waive Borrowers right to a jury trial) they believe to be necessary to effectuate such resolutions. 

RESOLVED FURTHER, that all acts authorized by the above resolutions and any prior acts relating thereto are ratified. 

5. The persons listed above are Borrower’s officers or employees with their titles and signatures shown next to their names. 

 

			
	By:	 	
	Name:	 	  

	Title:	 	  



 *** If the Secretary, Assistant Secretary or other certifying officer executing above is designated by the
resolutions set forth in paragraph 4 as one of the authorized signing officers, this Certificate must also be signed by a second authorized officer or director of Borrower. 
 I, the
                                        
of Borrower, hereby certify as to paragraphs 1 through 5 above, as of the date set forth above. 

                    [print title] 

 

			
	By:	 	
	Name:	 	  

	Title:	 	  




  
 D-2









 AMENDMENT NO. 1 

TO 
 LOAN
AND SECURITY AGREEMENT 
 THIS AMENDMENT NO. 1 to Loan and Security Agreement (this “Amendment”) is
entered into this 28th day of July, 2011, by and among GOOD TECHNOLOGY, INC., a Delaware corporation (“Good Technology”), VISTO CORPORATION, a Delaware corporation (“Holdings”, and Good Technology, each a
“Borrower” and collectively, the “Borrower”) and SILICON VALLEY BANK, a California banking corporation (“SVB” or “Bank”). Capitalized terms used herein without definition shall have
the same meanings given in the Loan Agreement (as defined below). 
 RECITALS 

A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of January 26, 2011 (as amended,
restated, supplemented or otherwise modified, the “Loan Agreement”). 
 B. Bank has extended credit to
Borrower for the purposes permitted in the Loan Agreement. Borrower and Bank desire that Bank amend the Loan Agreement upon the terms and conditions more fully set forth herein. 

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

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

	 	1.	Amendments to Loan Agreement. 

 1.1 Section 2.1.6 (Term Loan B). A new Section 2.1.6 is hereby added to the Loan Agreement following Section 2.1.5 of the Loan Agreement, as follows: 

 

	 	“2.1.6	Term Loan B. 

 (a)
Availability. During the Term B Draw Period, Bank shall make available to Borrower Term Loan B Advances in an aggregate amount of up to the Term Loan B Amount in minimum increments of $1,000,000 subject to the satisfaction of the terms and
conditions of this Agreement. 
 (b) Repayment. Borrower shall repay the Term Loan B in (i) at the option of
Borrower elected in writing in the notice of borrowing provided to Bank, 

  
 1 








 
(x) forty-eight (48) equal installments of principal (the “Term B 48 Month Amortization”); or (y) thirty-six (36) equal installments of principal (the
“Term B 36 Month Amortization”), plus (ii) monthly payments during the selected amortization period of either 48 months or 36 months of accrued interest (the “Term B Term Loan Payment”). Beginning on the last
day of the month following the month in which the Funding Date occurs, each Term Loan B Payment shall be payable on the last day of each month. Borrower’s final Term Loan B Payment shall include all outstanding principal and accrued and unpaid
interest under the Term Loan B plus the Term B Final Payment Amount. Once repaid, the Term Loan B may not be reborrowed.” 

1.2 Section 2.3 (Payment of Interest on the Credit Extensions). Subsection (b) of Section 2.3 of the Loan Agreement
is amended and restated in its entirety, as follows: 
 “(b) Term Loan and Term Loan B. Subject to
Section 2.3(c), the principal amount outstanding under the Term Loan and the Term Loan B shall accrue interest at a fixed per annum rate equal to the WSJ Prime Rate plus 2.00%, such interest rate to be fixed as of the applicable Funding Date,
which interest shall be payable monthly.” 
 1.3 Section 6.2 (Financial Statements, Reports, Certificates).
Subsection (d) of Section 6.2 of the Loan Agreement is amended and restated in its entirety, as follows: 
 “(d)
Annual Audited Financial Statements. As soon as available, but no later than one hundred and 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; provided, that the audited consolidated financial statements for 2008,
2009 and 2010 shall be delivered not later than September 30, 2011;” 
 1.4 Section 6.7 (Financial
Covenants). Section 6.7 of the Loan Agreement is amended and restated in its entirety, as follows: 
 “6.7
Financial Covenants. Maintain at all times, to be tested as of the last day of each fiscal quarter on a consolidated basis with respect to Borrower and its Subsidiaries: 
 (a) Liquidity. Unrestricted cash and Cash Equivalents plus the Availability Amount (“Liquidity”) of at least $10,000,000. 

(b) Performance to Plan. Commencing with the fiscal quarter ending December 31, 2010, Borrower’s quarterly minimum Cash
Flow from Billings for such period shall not be less than the amount set forth below, excluding the effect of a 

  
 2 








 
one-time charge for discontinued operations, product lines or branches of Visto BDL not to exceed $2,000,000. 
  

					
	 Period End
	  	 Performance Covenant
	 
		
	December 31, 2010	  	($	4,000,000	) 
		
	March 31, 2011	  	($	3,000,000	) 
		
	June 30, 2011 and each fiscal quarter thereafter	  	$	3,000,000	  

 (c) Capital Expenditures. Borrower’s capital expenditures shall not exceed $9,000,000 per
annum.” 
 1.5 Section 13.1 (Definitions). The following definitions in Section 13.1 of the Loan Agreement
are hereby amended, as follows: 
 ““Revolving Line Termination Fee” is $225,000.” 

““Credit Extension” is any Advance, Equipment Advance, Letter of Credit, Term Loan, Term Loan B, FX Forward
Contract, amount utilized for Cash Management Services, or any other extension of credit by Bank for Borrower’s benefit.” 
 1.6 Section 13.1 (Definitions). The following definitions are hereby added to Section 13.1 of the Loan Agreement in its appropriate alphabetical order, as follows: 

““Term B 36 Month Amortization” is defined in Section 2.1.6(b).” 

““Term B 48 Month Amortization” is defined in Section 2.1.6(b).” 

““Term B Draw Period” is [insert date of Amendment No. 1] through December 31, 2011.”

 ““Term B Final Payment Amount” is (i) if Borrower chooses the Term B 48 Month
Amortization, 3.50% of each Term Loan B Advance; and (ii) if Borrower chooses the Term B 36 Month Amortization, 2.75% of each Term Loan B Advance.” 
 ““Term Loan B” is a loan made by Bank pursuant to the terms of Section 2.1.6 hereof.” 
 ““Term Loan B Advances” means any Term Loan B funds advanced under this Agreement. 

  
 3 








 ““Term Loan B Amount” is an amount equal to Eight Million Dollars
($8,000,000).” 
 ““Term Loan B Payment” is defined in Section 2.1.6(b)” 

1.7 Section 13.1 (Definitions). The definition of “Committed Availability” is hereby deleted from Section 13.1
of the Loan Agreement. 
 1.8 Exhibit B of the Loan Agreement. Exhibit B (Compliance Certificate) of the Loan
Agreement is amended and restated in its entirety in the form of Exhibit A attached hereto. 
  

	 	2.	Limitation of Amendments. 


2.1 The amendments set forth in Section 1, above, are effective for the purposes set forth herein and shall be limited
precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or other modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which SVB may now have or
may have in the future under or in connection with any Loan Document. 
 2.2 This Amendment shall be construed in
connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full
force and effect. 
 3.      Representations and Warranties. To induce SVB to enter into this
Amendment, each Borrower hereby represents and warrants to SVB as follows: 
 3.1 Immediately after giving effect to this
Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date,
in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing; 

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

  
 4 








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

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

5. Effectiveness. This Amendment shall be deemed effective upon (i) the due execution and delivery of this Amendment by each
party hereto and delivery of same to SVB; and (ii) payment by Borrower of all Bank Expenses. 
 [Signatures on next page.]


  
 5 








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

			
	GOOD TECHNOLOGY, INC.
	a Delaware corporation
		
	By:	 	 /s/ David H. Russian

	Name:	 	David H. Russian
	Title:	 	CFO
	
	VISTO CORPORATION
	a Delaware corporation
		
	By:	 	 /s/ David H. Russian

	Name:	 	David H. Russian
	Title:	 	CFO
	
	SILICON VALLEY BANK,
	a California banking corporation
		
	By:	 	 /s/ Mike Meier

	Name:	 	Mike Meier
	Title:	 	Relationship Manager



  
 B-1









 Exhibit A 

EXHIBIT B 

COMPLIANCE CERTIFICATE 
  

					
	TO:	 	SILICON VALLEY BANK	  	Date:                             
   
	FROM:	 	Good Technology, Inc. and Visto Corporation	  	

 The undersigned authorized officer of each of Good Technology, Inc. and Visto Corporation (collectively,
“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): 
 (1) Borrower is in complete compliance for the period ending                      with all required
covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such
materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a
specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal,
state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.11 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        

	 Weekly Transaction Report (Monthly during Streamline Period)
	 	Weekly	 	Yes     No
			
	 Monthly financial statements with Compliance Certificate
	 	Monthly within 30 days	 	Yes     No
			
	 Annual financial statement (CPA Audited) + CC
	 	FYE within 180 days	 	Yes     No
			
		 	(FYE 2008, 2009 & 2010 due 9/30/11)	 	
			
	 Projections
	 	FYE within 60 days	 	Yes     No


 

											
				
	 Financial Covenant
	  	Required	 	  	     Actual     	 	  	        Complies        

	 Maintain on a Quarterly Basis:
	  				  				  	
	 Liquidity of at least $10,000,000
	  	$	10,000,000	  	  	$	              	  	  	Yes     No
	 Performance to Plan (See Section 6.7(b))
	  				  	$	              	  	  	Yes     No
	 Annual Capital Expenditures not to exceed $9,000,000
	  	£	 $9,000,000	  	  	$	              	  	  	Yes     No


  
 B-2









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

			
		 	 
	             
	 	 
	             
	 	 
	             
	 	

  

									
	GOOD TECHNOLOGY, INC.	 		 	 BANK USE ONLY

					
		 		 		 	Received by:	 	  

	By	 	  
	 		 		 	AUTHORIZED SIGNER
	Name:	 	  
	 		 		 	
	Title	 	  
	 		 	Date:	 	  

					
		 		 		 	Verified:	 	  

		 		 		 		 	AUTHORIZED SIGNER
		 		 		 	Date:	 	  

		 		 		 		 	Compliance Status:                    Yes   
 No
				
	VISTO CORPORATION	 		 		 	
					
	By	 	  
	 		 		 	
	Name:	 	  
	 		 		 	
	Title	 	  
	 		 		 	


  
 B-3









 SCHEDULE 1 TO COMPLIANCE CERTIFICATE 

FINANCIAL COVENANTS OF BORROWER 
 In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. 
 I. Liquidity (Section 6.7(a)) 
 Required: Liquidity of at least
$10,000,000. 
 Actual: 
  

									
	 A.
	  	Unrestricted cash and Cash Equivalents	  		  	$	            	  
				
	 B.
	  	Availability Amount	  		  	$	            	  
				
	 C.
	  	Liquidity (line A plus line B)	  		  	$	            	  
			
		  	Is line C equal to or greater than $10,000,000?	  			
				
		  	                          No, not in
compliance	  	             Yes, in
compliance            	  			

 II. Performance to Plan (Section 6.7(b)) 

Required: Commencing with the fiscal quarter ending December 31, 2010, quarterly minimum Cash Flow from Billings for such period
shall not be less than the amount set forth below. 
  

					
	 Period End
	 	Performance Covenant	 
	 December 31, 2010
	 	($	4,000,000	) 
	 March 31, 2011
	 	($	3,000,000	) 
	 June 30, 2011 and each fiscal quarter thereafter
	 	$	3,000,000	  

 Actual: 
  

									
	 A.
	  	Cash Flow from Billings	  		  	$	            	  
		  	 Is the value of line A equal to or greater than the amount set forth above?
	  			
		  	                          No, not in
compliance	  	             Yes, in
compliance            	  			


  
 4 








 III. Capital Expenditures (Section 6.7(c)) 

Required: Capital expenditures shall not exceed $9,000,000 per annum. 

Actual: 
  

									
				
	 A.
	  	Capital expenditures	  		  	$	            	  
		  	 Is the value of lines A equal to or less than $9,000,000?
	  			
		  	                          No, not in
compliance	  	             Yes, in
compliance            	  			


  
 5 








 AMENDMENT NO. 2 

TO 
 LOAN
AND SECURITY AGREEMENT 
 THIS AMENDMENT NO. 2 to Loan and Security Agreement (this “Amendment”) is
entered into this 12 day of October, 2011, by and among GOOD TECHNOLOGY, INC., a Delaware corporation (“Good Technology”), VISTO CORPORATION, a Delaware corporation (“Holdings”, and Good Technology, each a
“Borrower” and collectively, the “Borrower”) and SILICON VALLEY BANK, a California banking corporation (“SVB” or “Bank”). Capitalized terms used herein without definition shall have
the same meanings given in the Loan Agreement (as defined below). 
 RECITALS 

A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of January 26, 2011 (as amended,
restated, supplemented or otherwise modified, the “Loan Agreement”). 
 B. Bank has extended credit to
Borrower for the purposes permitted in the Loan Agreement. Borrower and Bank desire that Bank amend the Loan Agreement upon the terms and conditions more fully set forth herein. 

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

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 
 1. Amendments to
Loan Agreement. 
 1.1 Section 2.1 (Promise to Pay). Section 2.1.3 (Foreign Exchange Sublimit) and
Section 2.1.4 (Cash Management Services Sublimit) of the Loan Agreement are hereby deleted in their entirety. 
 1.2
Section 2.1.2 (Letters of Credit Sublimit). Section 2.1.2(a) of the Loan Agreement is hereby amended and restated in its entirety as follows: 
 “(a) As part of the Revolving Line, Bank shall issue or have issued Letters of Credit denominated in Dollars or a Foreign Currency for Borrower’s account. The aggregate Dollar Equivalent amount
utilized for the issuance of Letters of Credit shall at 

  
 1 








 
all times reduce the amount otherwise available for Advances under the Revolving Line. The aggregate Dollar Equivalent of the face amount of outstanding Letters of Credit (including drawn but
unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed the lesser of (A) Fifteen Million Dollars ($15,000,000) or (B) the lesser of Revolving Line or the Borrowing Base, minus the sum of all outstanding principal
amounts of any Advances. 
 1.3 Section 2.2 (Overadvances). Section 12.7 of the Loan Agreement is hereby
amended and restated in its entirety as follows: 
 “2.2 Overadvances. If, at any time, the sum of (a) the
outstanding principal amount of any Advances, plus (b) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) (such sum being an “Overadvance”)
exceeds the lesser of either the Revolving Line or the Borrowing Base, Borrower shall immediately pay to Bank in cash such Overadvance. Without limiting Borrower’s obligation to repay Bank any amount of the Overadvance, Borrower agrees to pay
Bank interest on the outstanding amount of any Overadvance, on demand, at the Default Rate.” 
 1.4 Section 4.1
(Grant of Security Interest). The following paragraph is added after the current provisions in Section 4.1 as follows: 

“Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank.
Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by
the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). Borrower agrees that, unless otherwise agreed in a writing
signed by Bank and Borrower (a) the security interest granted herein by Borrower shall survive the termination of this Agreement and shall terminate only upon the termination of all Bank Services Agreements.” 

1.5 Section 6.2 (Financial Statements, Reports, Certificates). Subsection (d) of Section 6.2 of the Loan Agreement
is amended and restated in its entirety, as follows: 
 “(d) Annual Audited Financial Statements. As soon as
available, but no later than one hundred and 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; provided, that the audited consolidated financial statements for 2008, 2009 and 2010 shall be delivered not later than
November 30, 2011;” 

  
 2 








 1.6 Section 6.7 (Financial Covenants). Section 6.7(c) of the Loan Agreement
is amended and restated in its entirety, as follows: 
 “(c) Capital Expenditures. Borrower’s capital
expenditures shall not exceed $12,000,000 per annum.” 
 1.7 Section 12.7 (Survival). Section 12.7 of the
Loan Agreement is hereby amended and restated in its entirety as follows: 
 “12.7 Survival. All covenants,
representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms,
are to survive the termination of this Agreement) have been paid in full and satisfied. The grant of security interest by Borrower in Section 4.1 shall survive until the termination of all Bank Services Agreements, and 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.” 
 1.8 Section 13.1 (Definitions). The following definitions in Section 13.1 of the Loan Agreement are hereby amended and restated in their entirety as follows: 

“Availability Amount” is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the
Borrowing Base minus (b) the Dollar Equivalent amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) plus an amount equal to the Letter of Credit Reserve, and minus (c) the outstanding principal
balance of any Advances.” 
 ““Credit Extension” is any Advance, Equipment Advance, Letter of Credit,
Term Loan, Term Loan B or any other extension of credit by Bank for Borrower’s benefit.” 
 ““Loan
Documents” are, collectively, this Agreement, the Perfection Certificates, the Motorola Subordination Agreement, any Bank Services Agreement, any note, or notes or guaranties executed by Borrower or any Guarantor, and any other present or
future agreement between Borrower any Guarantor and/or for the benefit of Bank in connection with this Agreement, all as amended, restated, or otherwise modified.” 
 ““Obligations” are Borrower’s 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 other Loan Documents, or otherwise, including, without limitation, any 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.” 

  
 3 








 1.9 Section 13.1 (Definitions). The following definitions are hereby added to
Section 13.1 of the Loan Agreement in its appropriate alphabetical order, as follows: 
 ““Bank
Services” are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any 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”).” 

““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.” 
 1.10
Section 13.1 (Definitions). The following definitions in Section 13.1 of the Loan Agreement are deleted in their entirety: 
 “Cash Management Services” 
 “Cash Management Services
Sublimit” 
 “FX Business Day” 

“FX Reduction Amount” 
 “FX Reserve” 
 “Settlement Date” 

1.11 Exhibit B of the Loan Agreement. Exhibit B (Compliance Certificate) of the Loan Agreement is amended and restated in its
entirety in the form of Exhibit A attached hereto. 
 2. Limitation of Amendments. 

2.1 The amendments set forth in Section 1, above, are effective for the purposes set forth herein and shall be limited
precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or other modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which SVB may now have or
may have in the future under or in connection with any Loan Document. 

  
 4 








 2.2 This Amendment shall be construed in connection with and as part of the Loan
Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect. 

3. Representations and Warranties. To induce SVB to enter into this Amendment, each Borrower hereby represents and warrants to SVB
as follows: 
 3.1 Immediately after giving effect to this Amendment (a) the representations and warranties
contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such
date), and (b) no Event of Default has occurred and is continuing; 
 3.2 Borrower has the power and authority to
execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 

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

3.7 This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against
Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, 

  
 5 








 
insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights. 

4. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument. 
 5. Effectiveness. This Amendment shall be deemed effective upon
(i) the due execution and delivery of this Amendment by each party hereto and delivery of same to SVB; and (ii) payment by Borrower of all Bank Expenses. 
 [Signatures on next page.] 

  
 6 








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

			
	GOOD TECHNOLOGY, INC.
	a Delaware corporation
		
	By:	 	 /s/ David H. Russian

	Name:	 	David H. Russian
	Title:	 	CFO
	
	VISTO CORPORATION
	a Delaware corporation
		
	By:	 	 /s/ David H. Russian

	Name:	 	David H. Russian
	Title:	 	CFO
	
	SILICON VALLEY BANK,
	a California banking corporation
		
	By:	 	 /s/ Mike Meier

	Name:	 	Mike Meier
	Title:	 	Relationship Manager



  
 B-1









 Exhibit A 

EXHIBIT B 

COMPLIANCE CERTIFICATE 
  

							
	 TO:
	 	 SILICON VALLEY BANK
	  		  	Date:                          
                  
	 FROM:
	 	 Good Technology, Inc. and Visto Corporation
	  		  	

 The undersigned authorized officer of each of Good Technology, Inc. and Visto Corporation (collectively,
“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): 
 (1) Borrower is in complete compliance for the period ending                      with all required
covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such
materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a
specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal,
state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.11 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        

	 Weekly Transaction Report (Monthly during Streamline Period)
	 	Weekly	 	Yes         No
			
	 Monthly financial statements with Compliance Certificate
	 	Monthly within 30 days	 	Yes         No
			
	 Annual financial statement (CPA Audited) + CC
	 	FYE within 180 days	 	Yes         No
			
		 	(FYE 2008, 2009 & 2010 due 11/30/11)	 	
			
	 Projections
	 	FYE within 60 days	 	Yes         No

  

													
	 Financial Covenant
	  	Required	 	  	     Actual     	 	 	        Complies        

	 Maintain on a Quarterly Basis:
	  				  				 	
	 Liquidity of at least $10,000,000
	  	$	10,000,000	  	  	$	            	  	 	Yes         No
	 Performance to Plan (See Section 6.7(b))
	  				  	$	            	  	 	Yes         No
	 Annual Capital Expenditures not to exceed $12,000,000
	  	£	 $12,000,000	  	  	$	            	  	 	Yes         No


  
 B-2









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

			
	             
	 	 
	             
	 	 
	             
	 	 
	             
	 	

  

									
	GOOD TECHNOLOGY, INC.	 		 	 BANK USE ONLY

					
		 		 		 	Received by:	 	  

	By	 	  
	 		 		 	AUTHORIZED SIGNER
	Name:	 	  
	 		 		 	
	Title	 	  
	 		 	Date:	 	  

					
		 		 		 	Verified:	 	  

		 		 		 		 	AUTHORIZED SIGNER
		 		 		 	Date:	 	  

		 		 		 		 	Compliance Status:                    Yes   
 No
				
	VISTO CORPORATION	 		 		 	
					
	By	 	  
	 		 		 	
	Name:	 	  
	 		 		 	
	Title	 	  
	 		 		 	


  
 B-3









 SCHEDULE 1 TO COMPLIANCE CERTIFICATE 

FINANCIAL COVENANTS OF BORROWER 
 In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. 
 I. Liquidity (Section 6.7(a)) 
 Required: Liquidity of at least
$10,000,000. 
 Actual: 
  

							
	 A.
	 	Unrestricted cash and Cash Equivalents	 		  	$            
				
	B.	 	Availability Amount	 		  	$            
				
	C.	 	Liquidity (line A plus line B)	 		  	$            
				
		 	Is line C equal to or greater than $10,000,000?	 		  	
				
		 	             No, not in
compliance            	 	             Yes, in compliance	  	

 II. Performance to Plan (Section 6.7(b)) 

Required: Commencing with the fiscal quarter ending December 31, 2010, quarterly minimum Cash Flow from Billings for such period
shall not be less than the amount set forth below. 
  

			
	 Period End
	 	Performance Covenant
	December 31, 2010	 	($4,000,000)
	March 31, 2011	 	($3,000,000)
	June 30, 2011 and each fiscal quarter thereafter	 	$3,000,000

 Actual: 
  

							
	A.	 	Cash Flow from Billings	  		  	$            
		 	Is the value of line A equal to or greater than the amount set forth above?	  	
		 	             No, not in
compliance            	  	             Yes, in compliance    	  	


  
 4 








 III. Capital Expenditures (Section 6.7(c)) 

Required: Capital expenditures shall not exceed $12,000,000 per annum. 

Actual: 
  

									
	A.	 	Capital expenditures	  		  	$            	  	
		 	Is the value of lines A equal to or less than $12,000,000?	  		  	
		 	             No, not in compliance	  	             Yes, in compliance    	  		  	


  
 5 








 AMENDMENT NO. 3 

TO 
 LOAN
AND SECURITY AGREEMENT 
 THIS AMENDMENT NO. 3 to Loan and Security Agreement (this “Amendment”) is
entered into this 29th day of June, 2012, by and among GOOD TECHNOLOGY, INC., a Delaware corporation (“Good Technology”), VISTO CORPORATION, a Delaware corporation (“Holdings”, and Good Technology, each a
“Borrower” and collectively, the “Borrower”) and SILICON VALLEY BANK, a California banking corporation (“SVB” or “Bank”). Capitalized terms used herein without definition shall have
the same meanings given in the Loan Agreement (as defined below). 
 RECITALS 

A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of January 26, 2011 (as amended, restated,
supplemented or otherwise modified, the “Loan Agreement”). 
 B. Bank has extended credit to Borrower for the
purposes permitted in the Loan Agreement. Borrower and Bank desire that Bank amend the Loan Agreement upon the terms and conditions more fully set forth herein. 
 C. Subject to the representations and warranties of Borrower herein and upon the terms and conditions set forth in this Amendment, Bank is willing to amend the Loan Agreement, as more fully set forth
herein. 
 AGREEMENT 
 NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows: 
 1. Amendments to Loan Agreement. 

1.1 Section 2.1.7 (Term Loan C). A new Section 2.1.7 is hereby added to the Loan Agreement following
Section 2.1.6 of the Loan Agreement, as follows: 
 “(a) Availability. During the Term C Draw Period, Bank
shall make available to Borrower Term Loan C Advances in an aggregate amount of up to the Term Loan C Amount subject to the satisfaction of the terms and conditions of this Agreement. Each Term Loan C Advance shall be not less than $1,000,000.”

 “(b) Repayment. Borrower shall repay the Term Loan C in (i) at the option of Borrower elected in writing in
the notice of borrowing provided to Bank, (x) forty-eight (48) equal installments of principal (the “Term C 48 Month Amortization”); or (y) thirty-six (36) equal installments of principal (the “Term C 36
Month Amortization”), plus (ii) monthly payments during the selected amortization period of either 48 months or 36 months of accrued interest (the “Term C Loan Payment”). Beginning on the last day of the month
following the 







 
month in which the Funding Date occurs, each Term Loan C Payment shall be payable on the last day of each month. Borrower’s final Term Loan C Payment shall include all outstanding principal
and accrued and unpaid interest under the Term Loan C plus the Term C Final Payment Amount. Once repaid, the Term Loan C may not be reborrowed.” 
 1.2 Section 2.3 (Payment of Interest on the Credit Extensions). Subsection (b) of Section 2.3 of the Loan Agreement is amended and restated in its entirety, as follows:

 “(b) Term Loan, Term Loan B and Term Loan C. Subject to Section 2.3(c), the principal amount outstanding
under the Term Loan, the Term Loan B and the Term Loan C shall accrue interest at a fixed per annum rate equal to the WSJ Prime Rate plus 1.75%, such interest rate to be fixed as of the applicable Funding Date, which interest shall be payable
monthly.” 
 1.3 Section 2.4 (Fees). Subsection (c) of Section 2.4 of the Loan Agreement is
amended and restated in its entirety, as follows: 
 “(c) Unused Revolving Line Facility Fee. A fee (the
“Unused Revolving Line Facility Fee”), payable quarterly, in arrears, equal to 0.30% per annum of the average unused portion of the Revolving Line, as determined by Bank. The unused portion of the Revolving Line, for the
purposes of this calculation, shall exclude outstanding Letters of Credit. Borrower shall not be entitled to any credit, rebate or repayment of any Unused Revolving Line Facility Fee previously earned by Bank pursuant to this Section notwithstanding
any termination of the Agreement or the suspension or termination of Bank’s obligation to make loans and advances hereunder.” 
 1.4 Section 6.7 (Financial Covenants). Section 6.7(a) (Liquidity) and Section 6.7(b) (Performance to Plan) of the Loan Agreement are amended and restated in their entirety, as
follows: 
 “(a) [Reserved].” 
 “(b) [Reserved].” 
 1.5 Section 6.7 (Financial
Covenants). New subsections (d), (e) and (f) are each hereby added to the Loan Agreement following subsection (c) of Section 6.7, as follows: 
 “(d) Adjusted Quick Ratio. To be tested as of the last day of each month, a ratio of Quick Assets to Current Liabilities minus the current portion of Deferred Revenue of at least 1.35 to
1.0.” 
 “(e) Maximum Consolidated Senior Leverage Ratio. A maximum Consolidated Senior Leverage Ratio as at
the last day of each period of four consecutive fiscal quarters ending on any date set forth below no greater than the ratio set forth below opposite such date: 

  
 2 









			
	 	  	Maximum Consolidated Senior
	Fiscal Quarter Endings	  	Leverage Ratio
	 6/3012 – 12/31/12
	  	2.50:1.00  
	 3/31/13 – 6/30/13
	  	2.25:1.00  
	 9/30/13 and thereafter
	  	2.00:1.00”

 “(f) Minimum Fixed Charge Coverage Ratio. A minimum Fixed Charge Coverage Ratio as at the
last day of each period of four consecutive fiscal quarters of 1.25 to 1.0.” 
 1.6 Section 13.1
(Definitions). The following definitions in Section 13.1 of the Loan Agreement are hereby amended and restated in their entirety as follows: 
 ““Liquidity” shall mean unrestricted cash and Cash Equivalents plus Committed Availability.” 
 ““Revolving Line Maturity Date” is January 26, 2014.” 
 ““Streamline Period” is where Borrower’s Adjusted Quick Ratio is greater than or equal to 1.45:1.00 or obligations outstanding under the Revolving Line, including all sublimits,
is equal to or less than 50% of the Borrowing Base.” 
 ““Term Loan” is a loan made by Bank pursuant
to the terms of Section 2.1.5, Section 2.1.6 and Section 2.1.7 hereof.” 
 1.7 Section 13.1
(Definitions). The following definitions are hereby added to Section 13.1 of the Loan Agreement in their appropriate alphabetical order, as follows: 
 ““Adjusted EBITDA” shall mean for any fiscal period Net Income for such period plus (a) to the extent deducted in the calculation of Net Income (i) Interest Expense,
(ii) income tax expense, (iii) depreciation expense and amortization expense , (iv) non-cash stock compensation expenses, (v) other non-cash expenses approved by Bank, (vi) one-time acquisition related expenses, provided
that such one-time acquisition related expenses shall not exceed $500,000 in calendar year 2012, plus (b) the change in Deferred Revenue (adding any increase or subtracting any decrease), less (c) the change in Deferred Commission
(subtracting any increase or adding any decrease), less (d) non-cash gains.” 
 ““Consolidated Senior
Indebtedness” is at any date, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP, but excluding Subordinated Debt.”

 ““Consolidated Senior Leverage Ratio” as at the last day of any period, the ratio of
(a) Consolidated Senior Indebtedness on such day to (b) Adjusted EBITDA for such period.” 

““Current Liabilities” are, without duplication, (a) all obligations and liabilities of Borrower to Bank that
mature within one (1) year, plus, (b) outstanding Advances under the 

  
 3 








 
Revolving Line and Letters of Credit, plus (c) the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year (excluding Deferred Revenue).” 

““Deferred Commission” is all commissions that are capitalized and not yet recognized as costs.” 

““Deferred Revenue” is all amounts received or invoiced in advance of performance under contracts and not yet
recognized as revenue.” 
 ““Fixed Charges” is the sum (without duplication) of (a) Interest
Expense for such period to the extent payable in cash, and (b) scheduled cash payments made during the period on account of principal of Indebtedness of the Borrower (including scheduled principal payments in respect of the Term Loans and
capital lease obligations).” 
 ““Fixed Charge Coverage Ratio” is the ratio of: 

(a) the sum, without duplication, of: 
  

	 	(i)	Adjusted EBITDA for such period, minus 

  

	 	(ii)	the portion of taxes actually paid in cash during those fiscal quarters in which the determination date occurs, minus 


 

	 	(iii)	unfunded capital expenditures (excluding the principal amount funded with the Term Loans for the applicable period), minus 


 

	 	(iv)	cash dividends; 

 to

 (b) Fixed Charges for such period.” 
 ““Interest Expense” means for any fiscal period, consolidated interest expense (whether cash or non-cash) for Borrower and its Subsidiaries determined in accordance with GAAP for the
relevant period ending on such date, including, in any event, interest expense with respect to any Credit Extension and other Indebtedness of Borrower and its Subsidiaries, including, without limitation or duplication, all commissions, discounts, or
related amortization and other fees and charges with respect to letters of credit and bankers’ acceptance financing and the net costs associated with interest rate swap, cap, and similar arrangements, and the interest portion of any deferred
payment obligation (including leases of all types).” 
 ““Quick Assets” is, unrestricted cash and
Cash Equivalents maintained with Bank or Bank Affiliates and accounts receivables.” 
 ““Term C 36 Month
Amortization” is defined in Section 2.1.7(b).” 
 ““Term C 48 Month Amortization” is
defined in Section 2.1.7(b).” 
 ““Term C Draw Period” is the Third Amendment Closing Date
through December 31, 2012.” 
 ““Term C Final Payment Amount” is (i) if Borrower chooses
the Term C 48 Month Amortization, the Borrower may elect a final payment equal to either (y) 1.75% of the Term Loan C Advances or (z) an upfront fee of 1.30% of the Term Loan C Amount (due on the


  
 4 








 
Funding Date of each Term Loan C Advance); and (ii) if Borrower chooses the Term C 36 Month Amortization, the Borrower may elect a final payment equal to either (y) 1.25% of the Term
Loan C Advances or (z) an upfront fee of 1.00% of the Term Loan C Amount (due on the Funding Date of each Term Loan C Advance).” 
 ““Term Loan C” is a loan made by Bank pursuant to the terms of Section 2.1.7 hereof.” 
 ““Term Loan C Advances” means any Term Loan C funds advanced under this Agreement.” 
 ““Term Loan C Amount” is an amount equal to Eight Million Five Hundred Thousand Dollars ($8,500,000).” 
 ““Term Loan C Payment” is defined in Section 2.1.7(b).” 
 ““Third Amendment Closing Date” is June 29, 2012.” 

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

1.8 Section 13.1 (Definitions). The following definition in Section 13.1 of the Loan Agreement is deleted in its
entirety: 
 “Cash Flow from Billings” 

1.9 Exhibit B of the Loan Agreement. Exhibit B (Compliance Certificate) of the Loan Agreement is amended and
restated in its entirety in the form of Exhibit A attached hereto. 
 2. Limitation of Amendments. 

2.1 The amendments set forth in Section 1, above, are effective for the purposes set forth herein and shall be limited
precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or other modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which SVB may now have or
may have in the future under or in connection with any Loan Document. 
 2.2 This Amendment shall be construed in
connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full
force and effect. 
 3. Representations and Warranties. To induce SVB to enter into this Amendment, each Borrower hereby
represents and warrants to SVB as follows: 
 3.1 Immediately after giving effect to this Amendment (a) the
representations and warranties contained in the Loan Documents are true, accurate and complete 

  
 5 








 
in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and
(b) no Event of Default has occurred and is continuing; 
 3.2 Borrower has the power and authority to execute and
deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 
 3.3 The
organizational documents of Borrower remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 

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

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

5. Effectiveness. This Amendment shall be deemed effective upon (i) the due execution and delivery of this Amendment by each
party hereto and delivery of same to SVB; (ii) if applicable, the upfront fee described in the definition of “Term C Final Payment Amount” herein; and (iii) payment by Borrower of all Bank Expenses. 

[Signatures on next page.] 

  
 6 








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

			
	GOOD TECHNOLOGY, INC.
	a Delaware corporation
		
	By:	 	 /s/ David H. Russian

	Name:	 	David H. Russian
	Title:	 	CFO
	
	VISTO CORPORATION
	a Delaware corporation
		
	By:	 	 /s/ David H. Russian

	Name:	 	David H. Russian
	Title:	 	CFO
	
	SILICON VALLEY BANK,
	a California banking corporation
		
	By:	 	 /s/ Mike Meier

	Name:	 	Mike Meier
	Title:	 	Relationship Manager


 -Signature Page- 
 Amendment No. 3 to 
 Loan and Security Agreement 







 Exhibit A 

EXHIBIT B 

COMPLIANCE CERTIFICATE 
  

							
	 TO:
	 	SILICON VALLEY BANK	 	Date:	 	
	FROM:	 	Good Technology, Inc. and Visto Corporation	 		 	

 The undersigned authorized officer of each of Good Technology, Inc. and Visto Corporation (collectively,
“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): 
 (1) Borrower is in complete compliance for the period ending                      with all required
covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such
materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a
specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal,
state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.11 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

	 Weekly Transaction Report (Monthly during Streamline Period)
	  	Weekly	  	Yes	  	No
	 Monthly financial statements with Compliance Certificate
	  	Monthly within 30 days	  	Yes	  	No
	 Annual financial statement (CPA Audited) + CC
	  	FYE within 180 days	  	Yes	  	No
		  	(FYE 2008, 2009 & 2010 due 11/30/11)	  		  	
	 Projections
	  	FYE within 60 days	  	Yes	  	No









									
	 Financial Covenant
	  	 Required
	  	 Actual
	  	 Complies

	 Maintain on a Monthly Basis:
	  		  		  		  	
	 Minimum Adjusted Quick Ratio
	  	1.35:1.00	  	    :1.00	  	Yes	  	No
	 Maintain on a Monthly Basis:
	  		  		  		  	
	 Annual Capital Expenditures not to exceed $12,000,000
	  	£$12,000,000	  	$            	  	Yes	  	No
	 Maximum Consolidated Senior Leverage
	  		  		  		  	
	 6/30/12 – 12/31/12
	  	2.50:1.00	  	    :1.00	  	Yes	  	No
	 3/31/13 – 6/30/13
	  	2.25:1.00	  	    :1.00	  	Yes	  	No
	 9/30/13 and thereafter
	  	2.00:1.00	  	    :1.00	  	Yes	  	No
	 Minimum Fixed Charge Coverage Ratio
	  	1.25:1.00	  	    :1.00	  	Yes	  	No

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








									
	GOOD TECHNOLOGY, INC.	 		 	BANK USE ONLY
					
		 		 		 	Received by:	 	  

	By	 	  
	 		 		 	AUTHORIZED SIGNER
	Name:	 	  
	 		 		 	
	Title	 	  
	 		 	Date:	 	  

					
		 		 		 	Verified:	 	  

		 		 		 		 	AUTHORIZED SIGNER
					
		 		 		 	Date:	 	  

		 		 		 		 	Compliance Status:     Yes   No
				
	VISTO CORPORATION	 		 		 	
					
	By	 	  
	 		 		 	
	Name:	 	  
	 		 		 	
	Title	 	  
	 		 		 	








 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.
	    	Capital Expenditures (Section 6.7(c))	  	
		
	Required: Capital expenditures shall not exceed $12,000,000 per annum.	  	
		
	Actual:	  	
			
	 A.
	    	Capital expenditures	  	$            
			
		    	Is the value of line A equal to or less than $12,000,000?	  	
			
		    	                          No, not in
compliance                        Yes, in compliance	  	
			
	 II.
	    	Adjusted Quick Ratio (Section 6.7(d))	  	
		
	Required:             1.35:1.00	  	
		
	Actual:
                        :1.00	  	
		
	Unrestricted cash and Cash Equivalents maintained with Bank or Bank Affiliates	  	$            
			
	 A
	    	.	  	
			
	 B.
	    	Accounts receivables	  	$            
			
	 C.
	    	Quick Assets (the sum of lines A and B)	  	$            
			
	 D.
	    	All obligations and liabilities of Borrower (including without limitation, outstanding Advances under the Revolving Line and Letters of Credit, but excluding Deferred
Revenue)	  	$            
			
	 E.
	    	Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness, and not otherwise
reflected in line E above that matures within one (1) year	  	$            
			
	 F.
	    	Current Liabilities (the sum of lines D and E)	  	$            
			
	 G.
	    	Adjusted Quick Ratio (line C divided by line F)	  	
		
	Is line G equal to or greater than 1.35:1:00?	  	
			
		    	             No, not in
compliance                         Yes, in compliance	  	









	III.	  Maximum Consolidated Senior Leverage (Section 6.7(e)) 

 Required: See chart below 
  

			
	 	    	Maximum Consolidated Senior
	Fiscal Quarter Endings	    	Leverage Ratio
	 6/30/12 – 12/31/12
	    	2.50:1.00
	 3/31/13 – 6/30/13
	    	2.25:1.00
	 9/30/13 and thereafter
	    	2.00:1.00

 Actual:
                        :1.00 
  

									
	 A.
	    	Aggregate principal amount of all Indebtedness of Borrower and its Subsidiaries	  	$	            	  
			
	 B.
	    	Indebtedness incurred by Borrower subordinated to all of Borrower’s indebtedness to Bank	  	$	            	  
			
	 C.
	    	Consolidated Senior Indebtedness (line A minus line B)	  	$	            	  
			
	 D.
	    	Net Income	  	$	            	  
			
	 E.
	    	To the extent included in the determination of Net Income	  			
				
		    	1.	    	Interest Expense	  	$	            	  
				
		    	2.	    	Income tax expense	  	$	            	  
				
		    	3.	    	Depreciation expense	  	$	            	  
				
		    	4.	    	Amortization expense	  	$	            	  
				
		    	5.	    	non-cash stock compensation expenses	  			
				
		    	6.	    	other non-cash expenses approved by Bank	  	$	            	  
				
		    	7.	    	one-time acquisition related expense, not to exceed $500,000 in calendar year 2012	  	$	            	  
				
	 F.
	    	8.	    	The sum of lines 1 through 7	  	$	            	  
			
	 G.
	    	Change in Deferred Revenue (adding any increase or subtracting any decrease)	  	$	            	  
			
	 H.
	    	Change in Deferred Commission (subtracting any increase or adding any decrease)	  	$	            	  
			
	 I.
	    	Non-cash gains	  	$	            	  
			
	 J.
	    	Adjusted EBITDA (line D plus line F plus/minus line G plus/minus line H minus line I)	  	$	            	  
			
	 J.
	    	Consolidated Senior Leverage Ratio (line C divided by line J)	  			








                   
No, not in compliance                          Yes, in compliance 

 

	IV.	  Minimum Fixed Charge Coverage Ratio (Section 6.7(f)) 

 Required: 1.25:1.00 
 Actual:
            :1.00 
  

					
	 A.
	    	Adjusted EBITDA (Line III.I.)	  	$            
			
	 B.
	    	Portion of taxes actually paid in cash	  	$            
			
	 C.
	    	Unfunded capital expenditures (excluding the principal amount funded with the Term Loans)	  	$            
			
	 D
	    	Cash dividends	  	
			
	 E.
	    	Sum of line A minus line B minus line C minus line D	  	
			
	 F.
	    	Interest Expense	  	$            
			
	 G.
	    	Scheduled cash payments made during the period on account of Indebtedness of the Borrower (including scheduled principal payments in respect of the Term Loans and capital lease
obligations)	  	$            
			
	 H.
	    	Fixed Charges (sum of line F plus line G)	  	$            
			
	 I.
	    	Fixed Charge Coverage Ratio (line D divided by line G)	  	$            

 Is line H equal to or greater than 1.25:1.00? 
                      No, not in compliance
                         Yes, in compliance 







 AMENDMENT NO. 4 

TO 
 LOAN
AND SECURITY AGREEMENT 
 THIS AMENDMENT NO. 4 to Loan and Security Agreement (this “Amendment”) is
entered into this 20th day of November, 2012, by and among GOOD TECHNOLOGY SOFTWARE, INC., (f/k/a GOOD TECHNOLOGY, INC.), a Delaware corporation (“Good Technology”), GOOD TECHNOLOGY CORPORATION (f/k/a VISTO CORPORATION), a Delaware
corporation (“Holdings,” and Good Technology, each a “Borrower” and collectively, the “Borrower”) and SILICON VALLEY BANK, a California banking corporation (“SVB” or
“Bank”). Capitalized terms used herein without definition shall have the same meanings given in the Loan Agreement (as defined below). 
 RECITALS 
 A. Bank and Borrower have entered into
that certain Loan and Security Agreement dated as of January 26, 2011 (as amended, restated, supplemented or otherwise modified, the “Loan Agreement”). 
 B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement. Borrower and Bank desire that Bank amend the Loan Agreement upon the terms and conditions more fully set
forth herein. 
 C. Subject to the representations and warranties of Borrower herein and upon the terms and conditions
set forth in this Amendment, Borrower and Bank are willing to amend the Loan Agreement, as more fully set forth herein. 

AGREEMENT 
 NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows: 
 1. Event of Default. Borrower acknowledges that
there exists an Event of Default under the Loan Agreement due to its failure to comply with the covenant set forth in Section 6.7(f) (Minimum Fixed Charge Coverage Ratio) of the Loan Agreement for the quarter ended September 30, 2012 (the
“Existing Default”). 
 2. Limited Waiver. Bank hereby agrees, subject to Borrower’s satisfaction
of the terms of Sections 5 and 7 hereof, to waive the Existing Default. Failure to comply with Section 6.7(f) of the Loan Agreement from and after the date of this Amendment will constitute a separate Event of Default. 

3. Amendments to Loan Agreement. 
 3.1 Section 6.2 (Financial Statements, Reports, Certificates). Section 6.2(g) is amended and restated in its entirety, as follows: 

“(g) Projections. Within sixty (60) days after the end of each fiscal year of Borrower, or more frequently if
such material is materially updated by Borrower, Board 







 
approved annual operating budgets and projections, except Borrower shall deliver to Bank no later than December 31, 2012 either (i) the Board approved annual operating budgets and
projections for fiscal year 2013 or (ii) the current annual operating budgets and projections for fiscal year 2013 along with estimated Board approval dates; provided Borrower delivers evidence of the Board’s approval promptly after such
dates; and” 
 3.2 Section 6.3 (Accounts Receivable). Section 6.3(c) is amended and restated in its
entirety, as follows: 
 “(c) Collection of Accounts. Borrower shall have the right to collect all
Accounts, unless and until an Event of Default has occurred and is continuing. Bank shall require that all proceeds of Accounts be deposited by Borrower into a lockbox account, or such other “blocked account” as specified by Bank (a
“Blocked Account”), pursuant to a blocked account agreement in such form as Bank may specify in its good faith business judgment. Funds will transfer daily from such lockbox to pay down outstanding Advances, except to the extent no
Advances are outstanding. Whether or not an Event of Default has occurred and is continuing, Borrower shall immediately deliver all payments on and proceeds of Accounts to an account maintained with Bank to be applied (i) prior to an Event of
Default, pursuant to the terms of Section 2.5(b) hereof, and (ii) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereof.” 

3.3 Section 6.7 (Financial Covenants). Sections 6.7(a), 6.7(b), 6.7(d), 6.7(e) and 6.7(f) of the Loan Agreement are amended
and restated in their entirety, as follows: 
 “(a) Minimum Liquidity Ratio. To be tested as of the
last day of each month, a ratio (the “Minimum Liquidity Ratio”) of (i) the sum of (y) Borrower’s unrestricted cash maintained at SVB plus (z) the value of Borrower’s net accounts receivable, to (ii) the
aggregate amount of all Obligations to Bank, of not less than 1.50:1.00.” 
 “(b) Minimum
Unrestricted Cash. Unrestricted cash (including any cash in any Blocked Accounts) maintained at SVB of at least $7,500,000 at all times.” 
 “(d)” Adjusted Quick Ratio. To be tested as of the last day of each month, other than November 30, 2012, December 31, 2012 and January 31, 2013, a ratio of Quick
Assets to Current Liabilities minus the current portion of Deferred Revenue of at least 1.35 to 1.0.” 

“(e) Maximum Consolidated Senior Leverage Ratio. A maximum Consolidated Senior Leverage Ratio as at the last
day of each period of four consecutive fiscal quarters ending on any date set forth below no greater than the ratio set forth below opposite such date, except such ratio shall not be tested for the fiscal quarter ending on December 31, 2012:

  

			
	Fiscal Quarter Endings	 	 Maximum Consolidated Senior

Leverage Ratio

	6/30/12 – 9/30/12	 	2.50:1.00
	12/31/12	 	Not tested
	3/31/13 – 6/30/13	 	2.25:1.00
	9/30/13 and thereafter	 	2.00:1.00”


  
 2 








 “(f) Minimum Fixed Charge Coverage Ratio. A minimum Fixed Charge
Coverage Ratio as at the last day of each period of four consecutive fiscal quarters of 1.25 to 1.0, except such ratio shall not be tested for the fiscal quarter ending on December 31, 2012.” 

3.4 Section 6.13 (Minimum Equity Infusion). A new Section 6.13 is hereby added to the Loan Agreement following
Section 6.12, as follows: 
 “Section 6.13 Minimum Equity Infusion. On or before
January 31, 2013, Borrower shall enter into a term sheet with investor(s) (such term sheet to be provided to SVB on a confidential basis) providing that such investor(s) will invest no less than $50,000,000 on an equity basis in Borrower, the
proceeds from which shall be received by Borrower no later than February 28, 2013.” 
 3.5 Section 13.1
(Definitions). The following definition in Section 13.1 of the Loan Agreement is hereby amended and restated in its entirety as follows: 
 ““Revolving Line” is an Advance of Advances in an amount equal to Ten Million Dollars ($10,000,000).” 
 3.6 Exhibit B of the Loan Agreement. Exhibit B (Compliance Certificate) of the Loan Agreement is amended and restated in its entirety in the form Exhibit A attached hereto. 

4. Limitation of Amendments. 
 4.1 The limited waiver set forth in Section 2, above, and the amendments set forth in Section 3, above, are effective for the purposes set forth herein and shall be limited
precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or other modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which SVB may now have or
may have in the future under or in connection with any Loan Document. 
 4.2 This Amendment shall be construed in
connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full
force and effect. 
 5. Representations and Warranties. To induce SVB to enter into this Amendment, Borrower hereby
represents and warrants to SVB as follows: 
 5.1 Immediately after giving effect to this Amendment (a) the
representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are
true and correct as of such date), and (b) no Event of Default has occurred and is continuing; 

  
 3 








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

 5.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of the obligations under
the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or
decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 
 5.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of the obligations under the Loan Agreement, as amended by this Amendment, do not require any order,
consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or
made; and 
 5.7 This Amendment has been duly executed and delivered by Borrower and is the binding obligation of
Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable
principles relating to or affecting creditors’ rights. 
 6. Counterparts. This Amendment may be executed in any
number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 

7. Effectiveness. This Amendment shall be deemed effective as upon (i) the due execution and delivery of this Amendment by
each party hereto and delivery of same to SVB; (ii) payment by Borrower of all Bank Expenses (including all reasonable attorneys’ fees and reasonable expenses) incurred through the date of this Amendment; and (iii) payment by Borrower
on a one-time basis of a waiver and restructure fee in the amount of $150,000. 
 [Signature Page Follows] 

  
 4 








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

			
	GOOD TECHNOLOGY SOFTWARE, INC.
	a Delaware corporation
		
	By:	 	   /s/ King R. Lee

		 	Name: King R. Lee
		 	Title: President
	
	GOOD TECHNOLOGY CORPORATION
	a Delaware corporation
		
	By:	 	   /s/ King R. Lee

		 	Name: King R. Lee
		 	Title: President
	
	SILICON VALLEY BANK,
	a California banking corporation
		
	By:	 	   /s/ Mike Meier

		 	Name: Mike Meier
		 	Title: Deal Team Leader


 [Signature Page to Amendment No. 4 

to Loan and Security Agreement] 







 Exhibit A 

EXHIBIT B 

COMPLIANCE CERTIFICATE 
  

					
	TO:	  	SILICON VALLEY BANK	  	Date:                    
	FROM:	  	Good Technology Software, Inc. and Good Technology Corporation

 The undersigned authorized officer of each of Good Technology Software, Inc. and Good Technology
Corporation (collectively, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): 

(1) Borrower is in complete compliance for the period ending
                    with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and
warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified
or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower,
and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted
pursuant to the terms of Section 5.11 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	 
	 Weekly Transaction Report (Monthly during Streamline Period)
	  	Weekly	  	 	Yes    No	  
	 Monthly financial statements with Compliance Certificate
	  	Monthly within 30 days	  	 	Yes    No	  
	 Annual financial statement (CPA Audited) + CC
	  	FYE within 180 days (FYE 2008, 2009 & 2010 due 11/30/11)	  	 	Yes    No	  
	 Board approved projections
	  	FYE within 60 days (except for FY 2013, due 12/31/12)	  	 	Yes    No	  

  

													
	 Financial Covenant
	  	Required	 	  	Actual	 	  	Complies	 
	 Maintain at all times:
	  				  				  			
	 Minimum unrestricted cash
	  	$	7,500,000	  	  	$	            	  	  	 	Yes    No	  
	 Maintain on a Monthly Basis:
	  				  				  			
	 Minimum Liquidity Ratio
	  	 	1.50:1.00	  	  	 	    :1.00	  	  	 	Yes    No	  
	 Minimum Adjusted Quick Ratio

(not tested for 11/30/12, 12/31/12 and 1/31/13)
	  	 	1.35:1.00	  	  	 	    :1.00	  	  	 	Yes    No	  
	 Maintain on a Quarterly Basis:
	  				  				  			
	 Annual Capital Expenditures not to exceed $12,000,000
	  	£	 $12,000,000	  	  	$	            	  	  	 	Yes    No	  
	 Maximum Consolidated Senior Leverage
	  				  				  			
	 6/30/12 – 9/30/12
	  	 	2.50:1.00	  	  	 	    :1.00	  	  	 	Yes    No	  
	 12/31/12
	  	 	Not tested	  	  	 	N/A	  	  	 	N/A	  
	 3/31/13 – 6/30/13
	  	 	2.25:1.00	  	  	 	    :1.00	  	  	 	Yes    No	  
	 9/30/13 and thereafter
	  	 	2.00:1.00	  	  	 	    :1.00	  	  	 	Yes    No	  
	 Minimum Fixed Charge Coverage Ratio

(not tested for fiscal quarter ending on 12/31/12)
	  	 	1.25:1.00	  	  	 	    :1.00	  	  	 	Yes    No	  

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

 
   

 
   

 
   

 







  

									
	GOOD TECHNOLOGY SOFTWARE, INC.	 		 	BANK USE ONLY
					
		 		 		 	Received by:	 	  

		 		 		 		 	AUTHORIZED SIGNER
	By	 	  
	 		 		 	
	Name:	 	  
	 		 		 	
	Title	 	  
	 		 	Date:	 	  

		 		 		 	Verified:	 	  

		 		 		 		 	AUTHORIZED SIGNER
		 		 		 	Date:	 	  

		 		 		 	Compliance Status:                 Yes
                No
				
	GOOD TECHNOLOGY CORPORATION	 		 		 	
					
	By	 	  
	 		 		 	
	Name:	 	  
	 		 		 	
	Title	 	  
	 		 		 	








 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.	  	  	Minimum Liquidity Ratio (Section 6.7(a))	  	
		
	 	Required:     1.50:1.00	  	
		
	 	Actual:         $            	  	
			
	 	A.	  	  	Borrower’s unrestricted cash maintained with Bank	  	$            
			
	 	B.	  	  	Borrower’s net account receivable	  	$            
			
	 	C.	  	  	Line A plus line B	  	$            
			
	 	D.	  	  	Obligation	  	$            
			
	 	E.	  	  	Liquidity Ratio (line C divided by line D)	  	
		
	 	Is line E equal to or greater than             1:00?	  	
		
	 	             No, not in compliance
                                         Yes, in
compliance	  	
			
	 	II.	  	  	Minimum Unrestricted Cash (Section 6.7(d))	  	
		
	 	Required:     $7,500,000	  	
		
	 	Actual:         $            	  	
		
	 	             No, not in compliance
                                         Yes, in
compliance	  	
			
	 	III.	  	  	Capital Expenditure (Section 6.7(c))	  	
		
	 	Required: Capital expenditures shall not exceed $12,000,000 per annum.	  	
		
	 	Actual:	  	
			
	 	A.	  	  	Capital expenditures	  	$            
			
				  	Is the value of line A equal to or less than $12,000,000?	  	
		
	 	             No, not in compliance
                                         Yes, in
compliance	  	









					
	IV. Adjusted Quick Ratio (Section 6.7(d))	  	 
		
	Required:     1.35:1.00	  	
		
	Actual:                     :1.00	  	
			
	A.	  	Unrestricted cash and Cash Equivalents maintained with Bank or Bank Affiliates	  	$            
			
	B.	  	Accounts receivables	  	$            
			
	C.	  	Quick Assets (the sum of lines A and B)	  	$            
			
	D.	  	All obligations and liabilities of Borrower to Bank that mature within one (1) year	  	$            
			
	E.	  	Without duplication, outstanding Advances under the Revolving Line and Letters of Credit	  	$            
			
	F.	  	Without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year (excluding Deferred Revenue)	  	$            
			
	G.	  	Current Liabilities (the sum of lines D, E and F)	  	$            
			
	H.	  	Adjusted Quick Ratio (line C divided by line G)	  	
		
	Is line H equal to or greater than 1.35:1:00?	  	
		
	             No, not in compliance
                                  Yes, in compliance	  	
		
	V. Maximum Consolidated Senior Leverage (Section 6.7(e))	  	
		
	Required: See chart below	  	

  

					
	 	  	Fiscal Quarter Endings	  	Maximum Consolidated Senior
Leverage Ratio
		  	6/30/12 – 9/30/12	  	2.50:1.00
			
		  	12/31/12	  	Not tested
			
		  	3/31/13 – 6/30/13	  	2.25:1.00
			
		  	9/30/13 and thereafter	  	2.00:1.00”

  

					
		
	Actual:                      :1.00	  	
			
	A.	  	Aggregate principal amount of all Indebtedness of Borrower and its Subsidiaries	  	$            
			
	B.	  	Indebtedness incurred by Borrower subordinated to all of Borrower’s indebtedness to Bank	  	$            

			
	C.	  	Consolidated Senior Indebtedness (line A minus line B)	  	$            
			
	D.	  	Net Income	  	$            
			
	E.	  	To the extent included in the determination of Net Income	  	
			
		  	1.     Interest Expense	  	$            









					
			
		  	2.     Income tax expense	  	$            
			
		  	3.     Depreciation expense	  	$            
			
		  	4.     Amortization expense	  	$            
			
		  	5.     non-cash stock compensation expenses	  	
			
		  	6.     other non-cash expenses approved by Bank	  	$            
			
		  	7.     one-time acquisition related expense, not to exceed $500,000 in calendar year 2012	  	$            
			
	F.	  	8.     The sum of lines 1 through 7	  	$            
			
	G.	  	Change in Deferred Revenue (adding any increase or subtracting any decrease)	  	$            
			
	H.	  	Change in Deferred Commission (subtracting any increase or adding any decrease)	  	$            
			
	I.	  	Non-cash gains	  	$            
			
	J.	  	Adjusted EBITDA (line D plus line F plus/minus line G plus/minus line H minus line I)	  	$            
			
	K.	  	Consolidated Senior Leverage Ratio (line C divided by line J)	  	
		
	             No, not in compliance
                                         
        Yes, in compliance	  	
			
	VI.	  	Minimum Fixed Charge Coverage Ratio (Section 6.7(f))	  	
		
	Required:         1.25:1.00	  	
		
	Actual:                       :1.00	  	
			
	A.	  	Adjusted EBITDA (Line V.J.)	  	$            
			
	B.	  	Portion of taxes actually paid in cash	  	$            
			
	C.	  	Unfunded capital expenditures (excluding the principal amount funded with the Term Loans)	  	$            
			
	D.	  	Cash dividends	  	
			
	E.	  	Sum of line A minus line B minus line C minus line D	  	
			
	F.	  	Interest Expense	  	$            
			
	G.	  	Scheduled cash payments made during the period on account of Indebtedness of the Borrower (including scheduled principal payments in respect of the Term Loans and capital lease
obligations)	  	$            
			
	H.	  	Fixed Charges (sum of line F plus line G)	  	$            









							
			
	 	I.	  	  	Fixed Charge Coverage Ratio (line D divided by line G)	  	$            
		
	 	Is line H equal to or greater than 1.25:1.00?	  	
		
	 	               No, not in compliance
                                         
            Yes, in compliance	  	








 AMENDMENT NO. 5 

TO 
 LOAN
AND SECURITY AGREEMENT 
 THIS AMENDMENT NO. 5 to Loan and Security Agreement (this “Amendment”) is
entered into this 4 day of March, 2013, by and among GOOD TECHNOLOGY SOFTWARE, INC., (f/k/a GOOD TECHNOLOGY, INC.), a Delaware corporation (“Good Technology”), GOOD TECHNOLOGY CORPORATION (f/k/a VISTO CORPORATION), a Delaware
corporation (“Holdings,” and Good Technology, each a “Borrower” and collectively, the “Borrower”) and SILICON VALLEY BANK, a California banking corporation (“SVB” or
“Bank”). Capitalized terms used herein without definition shall have the same meanings given in the Loan Agreement (as defined below). 
 RECITALS 
 A. Bank and Borrower have entered into
that certain Loan and Security Agreement dated as of January 26, 2011 (as amended, restated, supplemented or otherwise modified, the “Loan Agreement”). 
 B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement. Borrower and Bank desire that Bank amend the Loan Agreement upon the terms and conditions more fully set
forth herein. 
 C. Subject to the representations and warranties of Borrower herein and upon the terms and conditions
set forth in this Amendment, Borrower and Bank are willing to amend the Loan Agreement, as more fully set forth herein. 

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

1.1 Section 2.1.1 (Revolving Advances). Section 2.1.1(a) is hereby amended and restated in its entirety, as follows:

 “(a) Availability. Subject to the terms and conditions of this Agreement and to deduction of Reserves, Bank shall
make Advances not exceeding the Availability Amount; provided, however, that no Advances shall be made from the Fifth Amendment Effective Date until the consummation of the Qualified Financing. Amounts borrowed hereunder may be repaid and, prior to
the Revolving Line Maturity Date, reborrowed, subject to the applicable terms and conditions precedent herein.” 
 1.2
Section 6.2 (Financial Statements, Reports, Certificates). Section 6.2(g) is amended and restated in its entirety, as follows: 







 “(g) Projections. Within sixty (60) days after the end of
each fiscal year of Borrower, or more frequently if such material is materially updated by Borrower, Board approved annual operating budgets and projections, except Borrower shall deliver to Bank the Board approved annual operating budgets and
projections for fiscal year 2013 no later than April 15, 2013” 
 1.3 Section 6.7 (Financial Covenants).
Section 6.7(d) of the Loan Agreement is amended and restated in its entirety, as follows: 
 “(d)”
Adjusted Quick Ratio. To be tested as of the last day of each month, other than November 30, 2012, December 31, 2012, January 31, 2013 and February 28, 2013, a ratio of Quick Assets to Current Liabilities minus
the current portion of Deferred Revenue of at least 1.35 to 1.0.” 
 1.4 Section 6.13 (Minimum Equity
Infusion). Section 6.13 of the Loan Agreement is hereby amended and restated in its entirety, as follows: 
 “Section 6.13 Minimum Equity Infusion. Borrower shall achieve the following (the “Qualified Financing”): 

(a) On or before February 28, 2013, Borrower shall have entered into a term sheet with investor(s) (such term sheet
to be provided to SVB on a confidential basis) providing that such investor(s) will invest no less than $50,000,000 on an equity or Subordinated Debt basis in Borrower and 

(b) On or before March 29, 2013, Borrower shall have sold and issued new equity or Subordinated Debt to investor(s)
resulting in gross receipts by Borrower of not less than $50,000,000.” 
 1.5 Section 13.1 (Definitions). The
following definition is hereby added to Section 13.1 of the Loan Agreement as follows: 
 “Fifth Amendment Effective
Date” shall mean January 30, 2013. 
 “Qualified Financing” is defined in
Section 6.13. 
 1.6 Exhibit B of the Loan Agreement. Exhibit B (Compliance Certificate) of the Loan
Agreement is amended and restated in its entirety in the form of Exhibit A attached hereto. 
 2. Limitation of
Amendments. 
 2.1 The amendments set forth in Section 1, above, are effective for the purposes set forth
herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or other modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy
which SVB may now have or may have in the future under or in connection with any Loan Document. 
 2.2 This Amendment
shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements 

  
 2 








 
set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect. 

3. Representations and Warranties. To induce SVB to enter into this Amendment, Borrower hereby represents and warrants to SVB as
follows: 
 3.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in
the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and
(b) no Event of Default has occurred and is continuing; 
 3.2 Borrower has the power and authority to execute and
deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 
 3.3 The
organizational documents of Borrower remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 

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

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

5. Effectiveness. This Amendment shall be deemed effective on the Fifth Amendment Effective Date upon the satisfaction of all of
the following conditions precedent: (i) the due execution and delivery of this Amendment by each party hereto and delivery of same to 

  
 3 








 
SVB; (ii) payment by Borrower of all Bank Expenses (including all reasonable attorneys’ fees and reasonable expenses) incurred through the date of this Amendment; and (iii) payment
by Borrower on a one-time basis of a waiver and restructure fee in the amount of $75,000. 
 [Signature Page Follows]


  
 4 








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

			
	GOOD TECHNOLOGY SOFTWARE, INC.
	a Delaware corporation
		
	By:	 	 /s/ David H. Russian

	Name:	 	David H. Russian
	Title:	 	CFO
	
	GOOD TECHNOLOGY CORPORATION
	a Delaware corporation
		
	By:	 	 /s/ David H. Russian

	Name:	 	David H. Russian
	Title:	 	CFO
	
	SILICON VALLEY BANK,
	a California banking corporation
		
	By:	 	 /s/ Mike Meier

	Name:	 	Mike Meier
	Title:	 	Director


 [Signature Page to Amendment No. 5 

to Loan and Security Agreement] 







 Exhibit A 

EXHIBIT B 

COMPLIANCE CERTIFICATE 
  

					
	TO:	  	SILICON VALLEY BANK	  	Date:                     
	 FROM:
	  	Good Technology Software, Inc. and Good Technology Corporation	  	

 The undersigned authorized officer of each of Good Technology Software, Inc. and Good Technology
Corporation (collectively, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): 

(1) Borrower is in complete compliance for the period ending
                    with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and
warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified
or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower,
and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted
pursuant to the terms of Section 5.11 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

	Weekly Transaction Report (Monthly during Streamline Period)	  	Weekly	  	Yes    No
	Monthly financial statements with Compliance Certificate	  	Monthly within 30 days	  	Yes    No
	Annual financial statement (CPA Audited) + CC	  	 FYE within 180 days
 (FYE
2008, 2009 & 2010 due 11/30/11)
	  	Yes    No
	Board approved projections	  	FYE within 60 days (except for FY 2013, due 12/31/12)	  	Yes    No

  

											
	 Financial Covenant
	  	Required	 	  	Actual	 	  	 Complies

	 Maintain at all times:
	  				  				  	
	 Minimum unrestricted cash
	  	$	7,500,000	  	  	$	            	  	  	Yes    No
	 Maintain on a Monthly Basis:
	  				  				  	
	 Minimum Liquidity Ratio
	  	 	1.50:1.00	  	  	 	    :1.00	  	  	Yes    No
	 Minimum Adjusted Quick Ratio

(not tested for 11/30/12, 12/31/12, 1/31/13 and 2/28/13)
	  	 	1.35:1.00	  	  	 	    :1.00	  	  	Yes    No
	 Maintain on a Quarterly Basis:
	  				  				  	
	 Annual Capital Expenditures not to exceed $12,000,000
	  	£	$12,000,000	  	  	$	            	  	  	Yes    No
	 Maximum Consolidated Senior Leverage
	  				  				  	
	 6/30/12 – 9/30/12
	  	 	2.50:1.00	  	  	 	    :1.00	  	  	Yes    No
	 12/31/12
	  	 	Not tested	  	  	 	N/A	  	  	N/A
	 3/31/13 – 6/30/13
	  	 	2.25:1.00	  	  	 	    :1.00	  	  	Yes    No
	 9/30/13 and thereafter
	  	 	2.00:1.00	  	  	 	    :1.00	  	  	Yes    No
	 Minimum Fixed Charge Coverage Ratio (not tested for fiscal quarter ending on 12/31/12)
	  	 	1.25:1.00	  	  	 	    :1.00	  	  	Yes    No

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

 
   

 
   

 








					
	GOOD TECHNOLOGY SOFTWARE, INC.	  		 	BANK USE ONLY
		
		  	Received by:                         
                                         
                  
	By
                                         
                           	  	
                         
                       AUTHORIZED
                                   
              SIGNER

	Name:
                                         
                   	  		 	
	Title
                                         
                       	  	Date:
                                         
                                         
              
		
		  	Verified:
                                         
                                         
        
		  	
                         
                       AUTHORIZED
                                   
              SIGNER

		
		  	Date:
                                         
                                         
              
		  	                Compliance Status:         
Yes
		  	No	 	

  

			
	GOOD TECHNOLOGY CORPORATION
	
	By
                                         
                                  
	Name:
                                         
                           
	Title
                                         
                              








 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.       Minimum Liquidity Ratio (Section 6.7(a))
	  			
		
	 Required:         1.50:1.00
	  			
		
	 Actual:
            $            
	  			
		
	     A.    Borrower’s unrestricted cash maintained with Bank
	  	$	            	  
		
	     B.    Borrower’s net account receivable
	  	$	            	  
		
	     C.    Line A plus line B
	  	$	            	  
		
	     D.    Obligations
	  	$	            	  
		
	     E.     Liquidity Ratio (line C divided by line D)
	  	 	            	  
		
	 Is line E equal to or greater than             
:1.00?
	  			
		
	             No, not in compliance
                                    
            Yes, in compliance
	  			
		
	 II.     Minimum Unrestricted Cash (Section 6.7(b))
	  			
		
	 Required:         $7,500,000
	  			
		
	 Actual:
            $            
	  			
		
	             No, not in compliance
                                    
            Yes, in compliance
	  			
		
	 III.    Capital Expenditures (Section 6.7(c))
	  			
		
	 Required: Capital expenditures shall not exceed $12,000,000 per annum.
	  			
		
	 Actual:
	  			
		
	 A.     Capital expenditures
	  	$	            	  
		
	 Is the value of line A equal to or less than $12,000,000?
	  			
		
	             No, not in compliance
                                    
            Yes, in compliance
	  			









					
	 IV.
	  	Adjusted Quick Ratio (Section 6.7(d))	  	
		
	 Required:             1.35:1.00
	  	
		
	 Actual:
                        :1.00
	  	
			
	   A.
	  	Unrestricted cash and Cash Equivalents maintained with Bank or Bank Affiliates	  	$            
			
	   B.
	  	Accounts receivables	  	$            
			
	   C.
	  	Quick Assets (the sum of lines A and B)	  	$            
			
	   D.
	  	All obligations and liabilities of Borrower to Bank that mature within one (1) year	  	$            
			
	   E.
	  	Without duplication, outstanding Advances under the Revolving Line and Letters of Credit	  	$            
			
	   F.
	  	Without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year (excluding Deferred Revenue)	  	
			
	   G.
	  	Current Liabilities (the sum of lines D, E and F)	  	$            
			
		  		  	
			
	   H.
	  	Adjusted Quick Ratio (line C divided by line G)	  	
		
	 Is line H equal to or greater than 1.35:1:00?
	  	
	
	              No, not in compliance
                         Yes, in compliance

			
		  		  	
			
	   V.
	  	Maximum Consolidated Senior Leverage (Section 6.7(e))	  	
		
	 Required: See chart below
	  	

  

			
	Fiscal Quarter Endings	  	Maximum Consolidated Senior
Leverage Ratio
	 6/30/12 – 9/30/12
	  	2.50:1.00
	 12/31/12
	  	Not
tested
	 3/31/13 – 6/30/13
	  	2.25:1.00
	 9/30/13 and thereafter
	  	2.00:1.00

  

									
	Actual:                        :1.00	  			
			
	  A.	  	Aggregate principal amount of all Indebtedness of Borrower and its Subsidiaries	  	$	            	  
			
	  B.	  	Indebtedness incurred by Borrower subordinated to all of Borrower’s indebtedness to Bank	  	$	            	  
			
	  C.	  	Consolidated Senior Indebtedness (line A minus line B)	  	$	            	  
			
	  D.	  	Net Income	  	$	            	  
			
	  E.	  	To the extent included in the determination of Net Income	  			
				
		  	1.	  	Interest Expense	  	$	            	  









							
				
		    	2.	    	Income tax expense	  	$            
				
		    	3.	    	Depreciation expense	  	$            
				
		    	4.	    	Amortization expense	  	$            
				
		    	5.	    	non-cash stock compensation expenses	  	
				
		    	6.	    	other non-cash expenses approved by Bank	  	$            
				
		    	7.	    	one-time acquisition related expense, not to exceed $500,000 in calendar year 2012	  	$            
				
	   F.
	    	8.	    	The sum of lines 1 through 7	  	$            
			
	   G.
	    	Change in Deferred Revenue (adding any increase or subtracting any decrease)	  	$            
			
	   H.
	    	Change in Deferred Commission (subtracting any increase or adding any decrease)	  	$            
			
	   I.
	    	Non-cash gains	  	$            
			
	   J.
	    	Adjusted EBITDA (line D plus line F plus/minus line G plus/minus line H minus line I)	  	$            
			
	   K.
	    	Consolidated Senior Leverage Ratio (line C divided by line J)	  	
			
		    	                         No, not in
compliance                         Yes, in compliance	  	
			
	 VI.
	    	Minimum Fixed Charge Coverage Ratio (Section 6.7(f))	  	
		
	 Required:             1.25:1.00
	  	
		
	 Actual:
                        :1.00
	  	
			
	   A.
	    	Adjusted EBITDA (Line V.J.)	  	$            
			
	   B.
	    	Portion of taxes actually paid in cash	  	$            
			
	   C.
	    	Unfunded capital expenditures (excluding the principal amount funded with the Term Loans)	  	$            
			
	   D
	    	Cash dividends	  	
			
	   E.
	    	Sum of line A minus line B minus line C minus line D	  	
			
	   F.
	    	Interest Expense	  	$            
			
	   G.
	    	Scheduled cash payments made during the period on account of Indebtedness of the Borrower (including scheduled principal payments in respect of the Term Loans and
capital lease obligations)	  	$            
			
	   H.
	    	Fixed Charges (sum of line F plus line G)	  	$            









					
	    I.	    	Fixed Charge Coverage Ratio (line D divided by line G)	  	$            
		
	Is line H equal to or greater than 1.25:1.00?	  	
	
	             No, not in compliance
                             Yes, in compliance








 AMENDMENT NO. 6 

TO 
 LOAN
AND SECURITY AGREEMENT 
 THIS AMENDMENT NO. 6 to Loan and Security Agreement (this
“Amendment”) is entered into this 12th day of April, 2013, by and among GOOD TECHNOLOGY SOFTWARE, INC., (f/k/a GOOD TECHNOLOGY, INC.), a Delaware corporation (“Good Technology”), GOOD TECHNOLOGY CORPORATION (f/k/a
VISTO CORPORATION), a Delaware corporation (“Holdings,” and Good Technology, each a “Borrower” and collectively, the “Borrower”) and SILICON VALLEY BANK, a California banking corporation
(“SVB” or “Bank”). Capitalized terms used herein without definition shall have the same meanings given in the Loan Agreement (as defined below). 

RECITALS 

A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of January 26, 2011 (as amended,
restated, supplemented or otherwise modified, the “Loan Agreement”). 
 B. Bank has extended credit to
Borrower for the purposes permitted in the Loan Agreement. Borrower and Bank desire that Bank amend the Loan Agreement upon the terms and conditions more fully set forth herein. 

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

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 
 1. Amendments to
Loan Agreement. 
 1.1 Section 2.1.1 (Revolving Advances). Section 2.1(a) is amended and
restated in its entirety, as follows: 
 “(a) Availability. Subject to the terms and conditions of
this Agreement and to deduction of Reserves, Bank shall make Advances not exceeding the Availability Amount. Amounts borrowed hereunder may be repaid and, prior to the Revolving Line Maturity Date, reborrowed, subject to the applicable terms and
conditions precedent herein. Notwithstanding the above, Bank shall not be obligated to make any Advances until Borrower has achieved the Qualified Financing as described in Section 6.13.” 

  
 -1-









 1.2 Section 6.7 (Financial Covenants). Sections 6.7(d), 6.7(e) and
6.7(f) of the Loan Agreement is amended and restated in its entirety, as follows: 
 “6.7 Financial Covenants.
Maintain at all times, to be tested as of the last day of each fiscal quarter (unless otherwise indicated) on a consolidated basis with respect to Borrower and its Subsidiaries: 

“(d) Adjusted Quick Ratio. To be tested as of the last day of each month, other than March 31, 2013, a
ratio of Quick Assets to Current Liabilities minus the current portion of Deferred Revenue of at least 1.35 to 1.0.” 
 “(e) Maximum Consolidated Senior Leverage Ratio. A maximum Consolidated Senior Leverage Ratio as at the last day of each period of four consecutive fiscal quarters ending on any date set forth
below no greater that the ratio set forth below opposite such date, except such ratio shall not be tested for the fiscal quarter ending on March 31, 2013: 
  

			
	Fiscal Quarter Ending	  	Maximum Consolidated Senior
Leverage Ratio
		
	 6/30/13
	  	2.25:1.00
	 9/30/13 and thereafter
	  	2.00:1.00

 “(f) Minimum Fixed Charge Coverage Ratio. A minimum Fixed Charge Coverage
Ratio as at the last day of each period of four consecutive fiscal quarters of 1.25 to 1.0, except such ratio shall not be tested for the fiscal quarter ending on March 31, 2013.” 

1.3 Section 6.13 (Minimum Equity Infusion). Section 6.13 of the Loan Agreement is hereby amended and restated in its
entirety as follows: 
 “Section 6.13 Minimum Equity Infusion. Borrower shall achieve the following
(the “Qualified Financing”): 
 (a) On or before February 28, 2013, Borrower shall have
entered into a term sheet with investor(s) (such term to be provided to SVB on a confidential basis) providing that such investor(s) will invest no less than $50,000,000 on an equity or Subordinated Debt basis in Borrower and 

(b) On or before April 20, 2013, Borrower shall have sold and issued new equity or Subordinated Debt to investor(s)
resulting in gross receipts by Borrower of not less than $50,000,000.” 
 1.4 Section 13.1 (Definitions). The
following definition is hereby added to Section 13.1 of the Loan Agreement as follows: 
 “Sixth
Amendment Effective Date” shall mean March 29, 2013. 
 1.5 Exhibit B of the Loan Agreement.
Exhibit B (Compliance Certificate) of the Loan Agreement is amended and restated in its entirety in the form of Exhibit A attached hereto. 

  
 -2-









 2. Limitation of Amendments. 

2.1 The amendments set forth in Section 1, above, are effective for the purposes set forth herein and shall be limited
precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or other modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which SVB may now have or
may have in the future under or in connection with any Loan Document. 
 2.2 This Amendment shall be construed in
connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full
force and effect. 
 3. Representations and Warranties. To induce SVB to enter into this Amendment, each Borrower hereby
represents and warrants to SVB as follows: 
 3.1 Immediately after giving effect to this Amendment (a) the
representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are
true and correct as of such date), and (b) no Event of Default has occurred and is continuing; 
 3.2 Borrower has
the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 
 3.3 The organizational documents of Borrower remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 

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

3.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of the obligations under the Loan
Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision
thereof, binding on Borrower, except as already has been obtained or made; and 
 3.7 This Amendment has been duly
executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, 

  
 -3-









 
except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to
or affecting creditors’ rights. 
 4. Counterparts. This Amendment may be executed in any number of counterparts and
all of such counterparts taken together shall be deemed to constitute one and the same instrument. 
 5. Effectiveness.
This Amendment shall be deemed effective on the Sixth Amendment Effective Date upon the satisfaction of all of the following conditions precedent: (i) the due execution and delivery of this Amendment by each party hereto and delivery of same to
SVB; (ii) delivery to SVB of copies of the definitive documents of the Qualified Financing; and (iii) payment by Borrower of all Bank Expenses (including all reasonable attorneys’ fees and reasonable expenses) incurred through the
date of this Amendment. 
 [Signature Page Follows] 

  
 -4-









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

					
	GOOD TECHNOLOGY SOFTWARE, INC.
	a Delaware corporation
		
	By:	 	 /s/ David Russian

		 	Name:	 	David Russian
		 	Title:	 	CFO
	
	 GOOD TECHNOLOGY CORPORATION
 a Delaware corporation

		
	By:	 	 /s/ David Russian

		 	Name:	 	David Russian
		 	Title:	 	CFO
	
	 SILICON VALLEY BANK,

a California banking corporation

		
	By:	 	 /s/ Doug Bontemps

		 	Name:	 	Doug Bontemps
		 	Title:	 	Managing Director


 [Signature Page to Amendment No. 6 

to Loan and Security Agreement] 







 Exhibit A 

EXHIBIT B 

COMPLIANCE CERTIFICATE 
  

							
	TO:	  	SILICON VALLEY BANK	 	Date:	 	
	FROM:	  	Good Technology Software, Inc. and Good Technology Corporation	 		 	

 The undersigned authorized officer of each of Good Technology Software, Inc. and Good Technology
Corporation (collectively, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): 

(1) Borrower is in complete compliance for the period ending
                     with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and
warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified
or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower,
and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted
pursuant to the terms of Section 5.11 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

			
	 Weekly Transaction Report (Monthly during Streamline Period)
	  	 Weekly
	  	Yes    No
			
	 Monthly financial statements with Compliance Certificate
	  	 Monthly within 30 days
	  	Yes    No
			
	 Annual financial statement (CPA Audited) + CC
	  	 FYE within 180 days
	  	Yes    No
			
	 Board approved projections
	  	 FYE within 60 days (except for FY 2013, due 4/15/2013)
	  	Yes    No

  

							
	 Financial Covenant
	  	Required	  	Actual	  	Complies
				
	 Maintain at all times:
	  		  		  	
				
	 Minimum unrestricted cash Liquidity
	  	>$7,500,00	  	$            	  	Yes    No
				
	 Maintain on a Monthly Basis:
	  		  		  	
				
	 Minimum Liquidity Ratio
	  	1.50:1.00	  	        :1.00	  	Yes    No
				
	 Minimum Adjusted Quick Ratio (not tested for 3/31/13)
	  	1.35:1.00	  	        :1.00	  	Yes    No
				
	 Maintain on a Quarterly Basis:
	  		  		  	
				
	 Annual Capital Expenditures not to exceed $12,000,000
	  	£$12,000,000	  	$            	  	Yes    No
				
	 Maximum Consolidated Senior Leverage (not tested for fiscal quarter ending on 3/31/13)
	  		  		  	
				
	 6/30/13
	  	2.25:1.00	  	        :1.00	  	Yes    No
				
	 9/30/13 and thereafter
	  	2.00:1.00	  	        :1.00	  	Yes    No
				
	 Minimum Fixed Charge Coverage Ratio (not tested for fiscal quarter ending 3/31/13)
	  	1.25:1.00	  	        :1.00	  	Yes    No

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

			
		  	  

	  

	  



			
	  
	  	








 

			
	GOOD TECHNOLOGY SOFTWARE, INC.
		
	By	 	
	  

	Name:	 	  

	Title	 	  






			
	BANK USE ONLY
		
	Received by:	 	  

		 	 AUTHORIZED

		 	 SIGNER



			
	Date:	 	  

		
	Verified:	 	  

		 	 AUTHORIZED
 SIGNER

	Date:	 	  

		
		 	Compliance Status:            Yes
	No	 	

 
 

  

			
	GOOD TECHNOLOGY CORPORATION
		
	By	 	
	  

	Name:	 	  

	Title	 	  









 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.	Minimum Liquidity Ratio (Section 6.7(a)) 

  

			
	Required:	  	1.50:1.00
		
	Actual:	  	$            

  

							
	A.	  	 Borrower’s unrestricted cash maintained with Bank
	 	 $
	 	              

				
	 B.
	  	 Borrower’s net account receivable
	 	 $
	 	  

				
	 C.
	  	 Line A plus line B
	 	 $
	 	  

				
	 D.
	  	 Obligations
	 	 $
	 	  

				
	 E.
	  	 Liquidity Ratio (line C divided by line D)
	 		 	  


 Is line E equal to or greater than             :1.00?

  

			
	             No, not in compliance	  	             Yes, in compliance

  

	II.	Minimum Unrestricted Cash (Section 6.7(b)) 

  

			
	Required:	  	$7,500,000
		
	Actual:	  	$            

  

			
	             No, not in compliance	  	             Yes, in compliance

  

	III.	Capital Expenditures (Section 6.7(c)) 

  

			
	Required:	  	Capital expenditures shall not exceed $12,000,000 per annum.
		
	Actual:	  	

  

							
	A.	  	Capital expenditures	 	$	 	              


 Is the value of line A equal to or less than $12,000,000? 

 

			
	             No, not in compliance	  	             Yes, in compliance

  

	IV.	Adjusted Quick Ration (Section 6.7(d)) 









			
	Required:	  	1.35:1.00
		
	 Actual:
	  	        :1.00

  

							
	A.	  	Unrestricted cash and Cash Equivalents maintained with Bank or Bank Affiliates	 	$	 	              

				
	 B.
	  	 Accounts receivables
	 	$	 	  

				
	 C.
	  	 Quick Assets (the sum of lines A and B)
	 	$	 	  

				
	 D.
	  	 All obligations and liabilities of Borrower to Bank that mature with one (1) year
	 	$	 	  

				
	 E.
	  	 Without duplication, outstanding Advances under the Revolving Line and Letters of Credit
	 	$	 	  

				
	 F.
	  	Without duplication, the aggregate amount of Borrower’s Total Liabilities that mature with one (1) year (excluding Deferred Revenue)	 		 	
				
	 G.
	  	 Current Liabilities (the sum of lines D, E and F)
	 	$	 	  

				
	 H.
	  	 Adjusted Quick Ratio (line C divided by line G)
	 		 	  


 Is line H equal to or greater than 1.35:1.00? 

 

			
	             No, not in compliance	  	             Yes, in compliance

  

	V.	Maximum Consolidated Senior Leverage (Section 6.7(e)) 

  

			
	Required:	  	See chart below

  

			
	Fiscal Quarter Endings	  	Maximum Consolidated Senior
Leverage Ratio
		
	 6/30/13
	  	2.25:1.00
	 9/30/13 and thereafter
	  	2.00:1.00

  

			
	Actual:	  	        :1.00

  

									
	A.	  	 Aggregate principal amount of all Indebtedness of Borrower and its Subsidiaries
	 	$	 	              

				
	 B.
	  	 Indebtedness incurred by Borrower subordinated to all of Borrower’s indebtedness of Bank
	 	$	 	  

				
	 C.
	  	 Consolidated Senior Indebtedness (line A minus line B)
	 	$	 	  

				
	 D.
	  	 Net Income
	 	$	 	  

				
	 E.
	  	 To the extent included in the determination of Net Income
	 	$	 	  

					
		  	1.    	  	 Interest Expense
	 	$	 	  

					
		  	2.    	  	 Income tax expense
	 	$	 	  










									
		  	3.    	  	Depreciation expense	 	$	 	              

					
		  	4.    	  	 Amortization expense
	 	$	 	  

					
		  	5.    	  	 non-cash stock compensation expenses
	 		 	
					
		  	6.    	  	 other non-cash expenses approved by Bank
	 	$	 	  

					
		  	7.    	  	 one-time acquisition related expense, not to exceed $500,000 in calendar year 2012
	 	$	 	  

					
	 F.
	  	8.    	  	 The sum of lines 1 though 7
	 	$	 	  

				
	 G.
	  	 Change in Deferred Revenue (adding any increase or subtracting any decrease)
	 	$	 	  

				
	 H.
	  	 Change in Deferred Commission (subtracting any increase or adding any decrease)
	 	$	 	  

				
	 I.
	  	 Non-cash gains
	 	$	 	  

				
	 J.
	  	 Adjusted EBITDA (line D plus line F plus/minus line G plus/minus line H minus line I)
	 	$	 	  

				
	 K.
	  	 Consolidated Senior Leverage Ratio (line C divided by line J)
	 		 	  


  

			
	             No, not in compliance	  	             Yes, in compliance

  

	VI.	Minimum Fixed Charge Coverage Ratio (Section 6.7(f)) 

  

			
	Required:	  	1.25:1.00
		
	 Actual:
	  	        :1.00

  

									
	A.	  	 Adjusted EBITDA (Line V.J.)
	 	 	$	  	 	              

				
	 B.
	  	 Portion of taxes actually paid in cash
	 	 	$	  	 	  

				
	 C.
	  	 Unfunded capital expenditures (excluding the principal amount funded with the Term Loans)
	 	 	$	  	 	  

				
	 D.
	  	 Cash dividends
	 				 	
				
	 E.
	  	 Sum of line A minus line B minus line C minus line D
	 				 	
				
	 F.
	  	 Interest Expense
	 	 	$	  	 	  

				
	 G.
	  	Scheduled cash payments made during the period on account of Indebtedness of the Borrower (including scheduled principal payments in respect of the Term Loans and capital lease
obligations)	 	 	$	  	 	  

				
	 H.
	  	 Fixed Charges (sum of line F plus line G)
	 	 	$	  	 	  

				
	 I.
	  	 Fixed Charge Coverage Ratio (line D divided by line G)
	 	 	$	  	 	  









 Is line H equal to or greater than 1.25:1.00? 

 

			
	             No, not in compliance	  	             Yes, in compliance








 AMENDMENT NO. 7 

TO 
 LOAN
AND SECURITY AGREEMENT 
 THIS AMENDMENT NO. 7 to Loan and Security Agreement (this
“Amendment”) is entered into this 24th day of April, 2013, by and among GOOD TECHNOLOGY SOFTWARE, INC., (f/k/a GOOD TECHNOLOGY, INC.), a Delaware corporation (“Good Technology”), GOOD TECHNOLOGY CORPORATION (f/k/a
VISTO CORPORATION), a Delaware corporation (“Holdings,” and Good Technology, each a “Borrower” and collectively, the “Borrower”) and SILICON VALLEY BANK, a California banking corporation
(“SVB” or “Bank”). Capitalized terms used herein without definition shall have the same meanings given in the Loan Agreement (as defined below). 

RECITALS 

A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of January 26, 2011 (as amended,
restated, supplemented or otherwise modified, the “Loan Agreement”). 
 B. Bank has extended credit to
Borrower for the purposes permitted in the Loan Agreement. Borrower and Bank desire that Bank amend the Loan Agreement upon the terms and conditions more fully set forth herein. 

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

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 
 1. Amendments to
Loan Agreement. 
 1.1 Section 6.2 (Financial Statements, Reports, Certificates). Section 6.2(g) is
amended and restated in its entirety, as follows: 
 “(g) Projections. Within sixty (60) days after the end of
each fiscal year of Borrower, or more frequently if such material is materially updated by Borrower, Board approved annual operating budgets and projections, except Borrower shall deliver to Bank the Board approved annual operating budgets and
projections for fiscal years 2013 no later than April 30, 2013.” 
 1.2 Section 6.7 (Financial
Covenants). Section 6.7 of the Loan Agreement is amended and restated in its entirety, as follows: 
 “6.7
Financial Covenants. Maintain at all times, to be tested as of the last day of each fiscal quarter (unless otherwise indicated) on a consolidated basis with respect to Borrower and its Subsidiaries: 

“(a) Minimum Liquidity. To be tested as of the last day of each month, Liquidity not less than $17,500,000.” 








 “(b) Minimum Adjusted Gross Profit. An Adjusted Gross Profit, on a trailing six
(6) month basis, not less than the amount set forth opposite each date below; provided, however, the Adjusted Gross Profit shall not be tested on any date that the Borrower’s Liquidity is greater than $50,000,000: 

 

					
	Fiscal Quarter Ending	  	Minimum Adjusted
Gross Profit	 
		
	 6/30/13
	  	$	65,000,000	  
		
	 9/30/13
	  	$	70,000,000	  
		
	 12/31/13
	  	$	95,000,000	  

 “(c) [Reserved].” 
 “(d) Adjusted Quick Ratio. A ratio of Quick Assets to Current Liabilities minus the current portion of Deferred Revenue of not less than the following amounts, to be tested as of the last day
of each period set forth below: 
  

			
	Fiscal Quarter Ending	  	Minimum Liquidity Ratio
		
	 4/30/13 – 9/30/13
	  	1.10:1.00
		
	 10/31/13 and thereafter
	  	1.35:1.00

 (e) Maximum Consolidated Senior Leverage Ratio. A Consolidated Senior Leverage Ratio as at the
last day of each period of four consecutive fiscal quarters ending on any date set forth below no greater than the ratio set forth below opposite such date; provided, however, the Consolidated Leverage Ratio shall not be tested on any
date that the Borrower’s Liquidity is greater than $50,000,000: 
  

			
	Fiscal Quarter Ending	  	 Maximum Consolidated Senior

Leverage Ratio

		
	 6/30/13 – 12/31/13
	  	Not tested
	 3/31/14 and thereafter
	  	2.00:1.00

 “(f) Minimum Fixed Charge Coverage Ratio. A Fixed Charge Coverage Ratio as at the last day of
each period of four consecutive fiscal quarters ending on any date set forth below no less than the ratio set forth below opposite such date; provided, however, the Fixed Charge Coverage Ratio shall not be tested on any date that the
Borrower’s Liquidity is greater than $50,000,000: 
  

			
	Fiscal Quarter Ending	  	Minimum Fixed Charge
Coverage Ratio
		
	 6/30/13 – 6/30/14
	  	Not tested
	 9/30/14 and thereafter
	  	1.25:1.00


  
 -2-









 1.3 Section 13.1 (Definitions). The following definition in
Section 13.1 of the Loan Agreement is hereby amended and restated in its entirety as follows: 
 ““Revolving
Line” is an Advance or Advances in an amount equal to Fifteen Million Dollars ($15,000,000).” 

““Revolving Line Maturity Date” is January 26, 2015.” 

““Seventh Amendment Effective Date” shall mean April 15, 2013.” 

1.4 Section 13.1 (Definitions). The following definition is hereby added to Section 13.1 of the Loan Agreement in
its appropriate alphabetical order, as follows: 
 “‘Adjusted Gross Profit” shall mean for any fiscal
period (a) gross profit as determined in accordance with GAAP plus (b) the change in Deferred Revenue (adding any increase or subtracting any decrease), less (c) the change in Deferred Commission (subtracting any increase or adding
any decrease).” 
 1.5 Exhibit B of the Loan Agreement. Exhibit B (Compliance Certificate) of the
Loan Agreement is amended and restated in its entirety in the form of Exhibit A attached hereto. 
 2. Limitation
of Amendments. 
 2.1 The amendments set forth in Section 1, above, are effective for the purposes set
forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or other modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or
remedy which SVB may now have or may have in the future under or in connection with any Loan Document. 
 2.2 This
Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and
confirmed and shall remain in full force and effect. 
 3. Representations and Warranties. To induce SVB to enter into
this Amendment, each Borrower hereby represents and warrants to SVB as follows: 
 3.1 Immediately after giving effect to
this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier
date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing; 

  
 -3-









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

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

5. Effectiveness. This Amendment shall be deemed effective on the Seventh Amendment Effective Date upon the satisfaction of all of
the following conditions precedent: (i) the due execution and delivery of this Amendment by each party hereto and delivery of same to SVB; (ii) payment by Borrower of all Bank Expenses (including all reasonable attorneys’ fees and
reasonable expenses) incurred through the date of this Amendment; and (iii) payment of the annual commitment fee due on January 26, 2013 in the aggregate amount of $69,589.04. 

[Signatures on next page.] 

  
 -4-









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

					
	GOOD TECHNOLOGY SOFTWARE, INC.
	a Delaware corporation
		
	By:	 	 /s/ David Russian

		 	Name:	 	David Russian
		 	Title:	 	CFO
	
	 GOOD TECHNOLOGY CORPORATION
 a Delaware corporation

		
	By:	 	 /s/ David Russian

		 	Name:	 	David Russian
		 	Title:	 	CFO
	
	 SILICON VALLEY BANK,

a California banking corporation

		
	By:	 	 /s/ Mike Meier

		 	Name:	 	Mike Meier
		 	Title:	 	Director


 [Signature Page to Amendment No. 7 

to Loan and Security Agreement] 







 Exhibit A 

EXHIBIT B 

COMPLIANCE CERTIFICATE 
  

							
	TO:	  	SILICON VALLEY BANK	 	Date:	 	
	FROM:	  	Good Technology Software, Inc. and Good Technology Corporation	 		 	

 The undersigned authorized officer of each of Good Technology Software, Inc. and Good Technology
Corporation (collectively, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): 

(1) Borrower is in complete compliance for the period ending
                     with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and
warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified
or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower,
and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted
pursuant to the terms of Section 5.11 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

			
	 Weekly Transaction Report (Monthly during Streamline Period)
	  	 Weekly
	  	Yes    No
			
	 Monthly financial statements with Compliance Certificate
	  	 Monthly within 30 days
	  	Yes    No
			
	 Annual financial statement (CPA Audited) + CC
	  	 FYE within 180 days
	  	Yes    No
			
	 Board approved projections
	  	 FYE within 60 days (except for FY 2013, due 4/30/2013)
	  	Yes    No

  

							
	 Financial Covenant
	  	Required	  	Actual	  	 Complies

				
	 Maintain at all times:
	  		  		  	
				
	 Maintain on a Monthly Basis:
	  		  		  	
				
	 Minimum Liquidity
	  	>$17,500,00	  	$            	  	Yes    No
				
	 Maintain on a Quarterly Basis:
	  		  		  	
				
	 Minimum Adjusted Gross Profit, on a trailing six (6) month basis (not tested if Liquidity is greater than
$50,000,000)
	  		  		  	
				
	 6/30/13
	  	>$65,000,000	  	$            	  	Yes    No
				
	 9/30/13
	  	>$70,000,000	  	$            	  	Yes    No
				
	 12/31/13
	  	>$95,000,000	  	$            	  	Yes    No
				
	 Minimum Adjusted Quick Ratio
	  		  		  	
				
	 4/30/13-9/30/13
	  	1.10:1.00	  	        :1.00	  	Yes    No
				
	 9/30/13 and thereafter
	  	1.35:1.00	  	        :1.00	  	Yes    No
				
	 Maximum Consolidated Senior Leverage, on a trailing twelve (12) month basis (not tested if Liquidity is greater than
$50,000,000)
	  		  		  	
				
	 6/30/13-12/31/13
	  	Not Tested	  	        :1.00	  	Yes    No
				
	 3/31/14 and thereafter
	  	2.00:1.00	  	        :1.00	  	Yes    No
				
	 Minimum Fixed Charge Coverage Ratio, on a trailing twelve (12) month basis (not tested if Liquidity is greater than
$50,000,000)
	  	1.25:1.00	  	        :1.00	  	Yes    No
				
	 6/30/13-6/30/14
	  	Not Tested	  	        :1.00	  	Yes    No
				
	 9/30/14 and thereafter
	  	1.25:1.00	  	        :1.00	  	Yes    No

 The following financial covenant analys[is][es] and information set forth in Schedule 1 attached hereto
are true and accurate as of the date of this Certificate. 







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

			
		 	  

	  

	  



			
	  
	  	


 



			
	GOOD TECHNOLOGY SOFTWARE, INC.
		
	By	 	
	  

	Name:	 	  

	Title	 	  






			
	BANK USE ONLY
		
	Received by:	 	  

		 	 AUTHORIZED

		 	 SIGNER



			
	Date:	 	  

		
	Verified:	 	  

		 	 AUTHORIZED
 SIGNER

		
	Date:	 	  

		
		 	Compliance Status:            Yes
	No	 	

 
 

  

			
	GOOD TECHNOLOGY CORPORATION
		
	By	 	
	  

	Name:	 	  

	Title	 	  









 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.	Minimum Liquidity (Section 6.7(a)) 

  

			
	Required:	  	Liquidity not less than $17,500,000
		
	Actual:	  	

  

							
	A.	  	Unrestricted cash and Cash Equivalents	 	$	 	              

				
	 B.
	  	 Committed Availability
	 	$	 	  

				
	 C.
	  	 Liquidity (line A plus line B)
	 	$	 	  

				
		  	Is the value of line C equal to or less than $17,500,000?	 		 	

  

			
	             No, not in compliance	  	             Yes, in compliance

  

	II.	Minimum Adjusted Gross Profit (Section 6.7(b)) 

  

			
	Required:	  	See chart below

  

					
	Fiscal Quarter Endings	  	 Minimum Adjusted Gross Profit

(on a trailing
 six (6) month basis)
	 
		
	 6/30/13
	  	$	65,000,000	  
	 9/30/13
	  	$	70,000,000	  
	 12/31/13
	  	$	95,000,000	  

 (not tested if Liquidity is greater than $50,000,000) 

 

			
	Actual:	  	$                

  

							
	A.	  	Gross profit	 	$	 	              

				
	 B.
	  	 Change in Deferred Revenue (adding any increase or subtracting any decrease)
	 	$	 	  

				
	 C.
	  	 Change in Deferred Commission (subtracting any increase or adding any decrease)
	 	$	 	  

				
	 D.
	  	 Adjusted Gross Profit (line A plus/minus line B plus/minus line C)
	 	$	 	  


  

			
	             No, not in compliance	  	             Yes, in compliance









	III.	Adjusted Quick Ratio (Section 6.7(d)) 

  

			
	Required:	  	See chart below

  

			
	Fiscal Quarter Endings	  	Adjusted Quick Ratio
		
	 4/30/13 – 9/30/13
	  	1.10:1.00
	 10/31/13 and thereafter
	  	1.35:1.00

  

			
	Actual:	  	        :1.00

  

							
	A.	  	Unrestricted cash and Cash Equivalents maintained with Bank or Bank Affiliates	 	$	 	              

				
	 B.
	  	 Accounts receivables
	 	$	 	  

				
	 C.
	  	 Quick Assets (the sum of lines A and B)
	 	$	 	  

				
	 D.
	  	 All obligations and liabilities of Borrower to Bank that mature within one (1) year
	 	$	 	  

				
	 E.
	  	 Without duplication, outstanding Advances under the Revolving Line and Letters of Credit
	 	$	 	  

				
	 F.
	  	Without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year (excluding Deferred Revenue)	 		 	
				
	 G.
	  	 Current Liabilities (the sum of lines D, E and F)
	 	$	 	  

				
	 H.
	  	Adjusted Quick Ratio (line C divided by line G)	 		 	  


  

			
	             No, not in compliance	  	             Yes, in compliance

  

	IV.	Maximum Consolidated Senior Leverage (Section 6.7(e)) 

  

			
	Required:	  	See chart below

  

			
	Fiscal Quarter Endings	  	 Minimum Consolidated Senior
Leverage Ratio

(on a trailing
 twelve (12) month basis)

		
	 6/30/13 – 12/31/13
	  	Not Tested
	 3/31/14 and thereafter
	  	2.00:1.00

 (not tested if Liquidity is greater than $50,000,000) 

 

			
	Actual:	  	        :1.00

  

									
	A.	 	Aggregate principal amount of all Indebtedness of Borrower and its Subsidiaries	 	$	 	              

				
	 B.
	 	 Indebtedness incurred by Borrower subordinated to all of Borrower’s indebtedness to Bank
	 	$	 	  

				
	 C.
	 	 Consolidated Senior Indebtedness (line A minus B)
	 	$	 	  










									
	D.	 	Net Income	 	$	 	  

			
	 E.
	 	 To the extent included in the determination of Net Income
	 	
					
		 	 1.    
	  	 Interest Expense
	 	$	 	  

					
		 	 2.    
	  	 Income tax expense
	 	$	 	  

					
		 	 3.    
	  	 Depreciation expense
	 	$	 	  

					
		 	 4.    
	  	 Amortization expense
	 	$	 	  

					
		 	 5.    
	  	 non-cash stock compensation expenses
	 		 	
					
		 	 6.    
	  	 other non-cash expenses approved by Bank
	 	$	 	  

					
		 	 7.    
	  	 one-time acquisition related expense, not to exceed $500,000 in calendar year 2012
	 	$	 	  

					
	 F.
	 	 8.    
	  	 The sum of lines 1 though 7
	 	$	 	  

				
	 G.
	 	 Change in Deferred Revenue (adding any increase or subtracting any decrease)
	 	$	 	  

				
	 H.
	 	 Change in Deferred Commission (subtracting any increase or adding any decrease)
	 	$	 	  

				
	 I.
	 	 Non-cash gains
	 	$	 	  

				
	 J.
	 	 Adjusted EBITDA (line D plus line F plus/minus line G plus/minus line H minus line I)
	 	$	 	  

			
	 K.
	 	 Consolidated Senior Leverage Ratio (line C divided by line J)
	 	  


  

			
	             No, not in compliance	  	             Yes, in compliance

  

	V.	Minimum Fixed Charge Coverage Ratio (Section 6.7(f)) 

  

			
	Required:	  	See chart below

  

			
	Fiscal Quarter Endings	  	 Minimum Fixed
Charge Coverage Ratio
(on a trailing

twelve (12) month basis)

		
	 6/30/13 – 6/30/14
	  	Not Tested
	 9/30/14 and thereafter
	  	1.25:1.00

 (not tested if Liquidity is greater than $50,000,000) 

 

			
	Actual:	  	        :1.00

  

							
	A.	  	Adjusted EBITDA (Line V.J.)	 	$	 	              

				
	 B.
	  	 Portion of taxes actually paid in cash
	 	$	 	  










							
	C.	  	Unfunded capital expenditures (excluding the principal amount funded with the Term Loans)	 	$	 	              

				
	 D.
	  	 Cash dividends
	 		 	
				
	 E.
	  	 Sum of line A minus line B minus line C minus line D
	 		 	
				
	 F.
	  	 Interest Expense
	 	$	 	  

				
	 G.
	  	Scheduled cash payments made during the period on account of Indebtedness of the Borrower (including scheduled principal payments in respect of the Term Loans and capital lease
obligations)	 	$	 	  

				
	 H.
	  	 Fixed Charges (sum of line F plus line G)
	 	$	 	  

				
	 I.
	  	 Fixed Charge Coverage Ratio (line D divided by line G)
	 	$	 	  


  

			
	             No, not in compliance	  	             Yes, in compliance