THIRD LOAN
MODIFICATION AGREEMENT


 


This Third Loan Modification Agreement (this
“Loan Modification Agreement”) is entered into as of October 3, 2014, by and between SILICON VALLEY BANK, a
California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with
a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and BRIGHTCOVE
INC., a Delaware corporation with its principal place of business at 290 Congress Street, Boston, Massachusetts 02210 (“Borrower”).


 


1.DESCRIPTION OF EXISTING INDEBTEDNESS
AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank
pursuant to a loan arrangement dated as of March 30, 2011, evidenced by, among other documents, a certain Loan and Security Agreement
dated as of March 30, 2011, between Borrower and Bank, as amended by a certain First Loan Modification Agreement dated as of June
24, 2011, and as further amended by a certain Second Loan Modification Agreement dated as of April 29, 2013 (as amended, the “Loan
Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.


 


2.DESCRIPTION OF COLLATERAL. Repayment
of the Obligations is secured by the Collateral as described in the Loan Agreement (together with any other collateral security
granted to Bank, the “Security Documents”). Hereinafter, the Security Documents, together with all other documents
evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.


 


3. DESCRIPTION OF CHANGE IN TERMS.


 


		A.	Modifications to Loan Agreement.



 


		1	The Loan Agreement shall be amended by deleting the following text, appearing in Section 2.1.1(b)(i)
thereof:



 


“In addition
and notwithstanding the foregoing, (A) the aggregate amount of Advances outstanding at any time may not exceed Ten Million Dollars
($10,000,000.00), and (B) while Borrower is Streamline Facility Eligible, the aggregate amount of Advances outstanding hereunder
may not exceed at any time the Availability Amount.”


 


and inserting in lieu thereof the following:


 


“In addition
and notwithstanding the foregoing, (A) the aggregate amount of Advances outstanding at any time may not exceed the Maximum Availability
Amount, and (B) while Borrower is Streamline Facility Eligible, the aggregate amount of Advances outstanding hereunder may not
exceed at any time the Availability Amount.”


 


		2	The Loan Agreement shall be amended by deleting the following, appearing as Section 2.8 thereof:



 


“2.8Deductions.
Bank may deduct fees, Bank Expenses, Finance Charges, Advances which become due pursuant to Section 2.11 of this Agreement, and
other amounts due pursuant to this Agreement from any Credit Extensions made or Collections received by Bank.”


 






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and inserting in lieu thereof the following:


 


“2.8Deductions.
Bank may deduct fees, Bank Expenses, Finance Charges, Unused Line Fees, Advances which become due pursuant to Section 2.11 of this
Agreement, and other amounts due pursuant to this Agreement from any Credit Extensions made or Collections received by Bank.”


 


		3	The Loan Agreement shall be amended by deleting the following text, appearing in Section 2.11.2
thereof:



 


“The demand may, at Bank’s option, include
any and all Credit Extensions, and all accrued Finance Charges, interest, Collateral Handling Fees, any Final Payment, Bank Expenses
and any other Obligations.”


 


and inserting in lieu thereof the following:


 


“The demand may, at Bank’s option, include
any and all Credit Extensions, and all accrued Finance Charges, interest, Collateral Handling Fees, any Final Payment, Unused Line
Fees, Bank Expenses and any other Obligations.”


 


		4	The Loan Agreement shall be amended by inserting the following new Section 2.13, appearing immediately
after Section 2.12 thereof:



 


“2.13Unused Line Fee. A fee (the
“Unused Line Fee”), payable quarterly on the first (1st) day of each calendar quarter, in arrears,
on a calendar year basis, in an amount equal to one-quarter of one percent (0.25%) per annum of the average unused portion of the
Maximum Availability Amount, as determined by Bank. The unused portion of the Maximum Availability Amount, for purposes of this
calculation, shall equal the difference between (a) the Maximum Availability Amount and (b) the average for the period of the aggregate
amount of Advances outstanding on each day. Borrower shall not be entitled to any credit, rebate or repayment of any Unused Line
Fee previously earned by Bank pursuant to this Section 2.13 notwithstanding any termination of the Agreement or the suspension
or termination of Bank’s obligation to make loans and advances hereunder.”


 


		5	The Loan Agreement shall be amended by deleting the following text, appearing in Section 6.2 thereof:



 


“(e)Provide
Bank with, as soon as available, but no later than twenty (20) days following each Reconciliation Period, an aged listing of accounts
receivable and accounts payable by invoice date, in form and detail acceptable to Bank.


 


(f)Provide
Bank with, as soon as available, but no later than twenty (20) days following each Reconciliation Period, a Deferred Revenue report,
in form and detail acceptable to Bank.


 


(g) Immediately upon Borrower becoming Streamline
Facility Eligible, and thereafter until Borrower is no longer Streamline Facility Eligible, provide Bank with, as soon as available,
but no later than twenty (20) days following each Reconciliation Period, a duly completed Borrowing Base Certificate signed by
a Responsible Officer.”


 






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and inserting in lieu thereof the following:


 


“(e)Provide
Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, an aged listing of accounts
receivable and accounts payable by invoice date, in form and detail acceptable to Bank.


 


(f)Provide
Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report,
in form and detail acceptable to Bank.


 


(g) Immediately upon Borrower becoming Streamline
Facility Eligible, and thereafter until Borrower is no longer Streamline Facility Eligible, provide Bank with, as soon as available,
but no later than thirty (30) days following each Reconciliation Period, a duly completed Borrowing Base Certificate signed by
a Responsible Officer.”


 


		6	The Loan Agreement shall be amended by deleting the following text, appearing in Section 6.5 thereof:



 


“To permit
Bank to monitor Borrower’s financial performance and condition, maintain Borrower’s and its Subsidiaries’ depository
and operating accounts and securities accounts with Bank and Bank’s Affiliates, which accounts shall contain at least (i)
a majority of Borrower’s and its Subsidiaries’ cash and (ii) a majority of Borrower’s cash.”


 


and inserting in lieu thereof the following:


 


“To permit
Bank to monitor Borrower’s financial performance and condition, Borrower and its Subsidiaries (other than Brightcove K.K.)
shall maintain Borrower’s and such Subsidiaries’ primary depository and operating accounts and securities accounts
with Bank and Bank’s Affiliates such that (a) all such accounts of Borrower and its Subsidiaries (other than Brightcove K.K.)
shall represent at least eighty percent (80.0%) of the Dollar value of all of Borrower’s and such Subsidiaries’ accounts
at all financial institutions and (b) all such accounts of Borrower shall represent at least eighty percent (80.0%) of the Dollar
value of all of Borrower’s accounts at all financial institutions.”


  


		7	The Loan Agreement shall be amended by inserting the following new Section 6.11, appearing immediately
after Section 6.10 thereof:



 


“6.11Financial Covenants.
Maintain at all times:


 


(a)Adjusted Quick Ratio.
During each calendar quarter, to be tested as of the last day of each calendar quarter, an Adjusted Quick Ratio of at least 1.25
to 1.0.


 


(b)Net Cash. During the
first two (2) months in each calendar quarter, to be tested as of the last day of each such month, Net Cash of at least Ten Million
Dollars ($10,000,000.00).


 



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(c)Adjusted Non-GAAP Net Income.
To be tested as of the last day of each calendar quarter, Adjusted Non-GAAP Net Income during such quarter of at least: (a) negative
One Million Five Hundred Thousand Dollars (($1,500,000.00)) for the quarter ending September 30, 2014, (b) negative Four Million
Two Hundred Fifty Thousand Dollars (($4,250,000.00)) for the quarter ending December 31, 2014, (c) negative Six Million Seven Hundred
Fifty Thousand Dollars (($6,750,000.00)) for the quarter ending March 31, 2015, (d) negative Eight Million Two Hundred Fifty Thousand
Dollars (($8,250,000.00)) for the quarter ending June 30, 2015, (e) negative Six Million Five Hundred Thousand Dollars (($6,500,000.00))
for the quarter ending September 30, 2015 and (f) negative Four Million Five Hundred Thousand Dollars (($4,500,000.00)) for the
quarter ending December 31, 2015.


 


With respect to the quarter ending on March 31, 2016
and each quarter thereafter, Bank will set the Adjusted Non-GAAP Net Income covenant levels for any such period in its sole but
reasonable discretion based upon, among other factors, budgets, sales projections, operating plans and other financial information
with respect to Borrower that Bank deems relevant, including, without limitation, Borrower’s annual financial projections
approved by Borrower’s board of directors.  With respect thereto, Borrower’s failure to (i) notwithstanding Section
6.2(a)(v) of this Agreement, deliver to Bank on or before January 31, 2016 Borrower’s budgets, sales projections, operating
plans and other financial information with respect to Borrower that Bank reasonably requests, including, without limitation, Borrower’s
annual financial projections approved by Borrower’s board of directors, with respect to Borrower’s 2016 fiscal year,
or (ii) agree in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before January 31,
2016 to any covenant levels proposed by Bank, shall each result in an immediate Event of Default for which there shall be no grace
or cure period.”


 


		8	The Loan Agreement shall be amended by deleting “.” where it appears at the end of the definition of Section 8.11
thereof and inserting in lieu thereof “; or”, and then inserting the following as Section 8.12:



 


“8.12Cash at Subsidiaries. If
the aggregate amount of cash held by all Subsidiaries of Borrower exceeds Eight Million Dollars ($8,000,000.00) at any time.”


 


		9	The Loan Agreement shall be amended by deleting the following text, appearing in the definition
of “Eligible Accounts” in Section 13.1 thereof:



 


“(q)with
respect to requested Advances based upon Eligible Accounts (but not Aggregate Eligible Accounts), Accounts owing from an Account
Debtor with respect to which Borrower has received Deferred Revenue (but only to the extent of such Deferred Revenue);”


 


and inserting in lieu thereof the following:


 


“(q)Intentionally
omitted;”


  



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		10	The Loan Agreement shall be amended by deleting “.” where it appears at the end of the definition of “Eligible
Accounts” in Section 13.1 thereof and inserting in lieu thereof “; and”, and then inserting the following new
text, appearing at the end of such definition:



 


“(t)Accounts
owing from an Account Debtor which does not have its principal place of business in the United States, Canada, the United Kingdom,
Japan, Israel, the Republic of Ireland, Germany, France, the Netherlands, Belgium, Switzerland, Norway, Sweden, Italy, Finland,
Spain, Portugal, Denmark, Australia, or Singapore, unless otherwise approved by Bank in writing on a case-by-case basis in its
sole discretion;”


 


		11	The Loan Agreement shall be amended by deleting “.” where it appears at the end of the definition of “Permitted
Investments” in Section 13.1 thereof and inserting in lieu thereof “; and”, and then inserting the following
new text, appearing at the end of such definition:



 


“(e)Investments
in (i) Brightcove UK Ltd, Borrower’s Subsidiary organized under the laws of England and Wales, for the ordinary and necessary
current operating expenses of such Subsidiary in an aggregate amount not to exceed Nine Million Five Hundred Thousand Sterling
(£9,500,000.00) per calendar year, (ii) Brightcove Australia Pty Ltd, Borrower’s Subsidiary organized under the laws
of Australia, for the ordinary and necessary current operating expenses of such Subsidiary in an aggregate amount not to exceed
Two Million Five Hundred Thousand Australian Dollars (AU$2,500,000.00) per calendar year, (iii) Brightcove Singapore Pte. Ltd.,
Borrower’s Subsidiary organized under the laws of Singapore, for the ordinary and necessary current operating expenses of
such Subsidiary in an aggregate amount not to exceed Three Million Singapore Dollars (S$3,000,000.00) per calendar year and (iv)
Brightcove Korea, Borrower’s Subsidiary organized under the laws of South Korea, for the ordinary and necessary current operating
expenses of such Subsidiary in an aggregate amount not to exceed One Million South Korean Won (₩1,000,000.00)
per calendar year.”


 


		12	The Loan Agreement shall be amended by inserting the following new definitions, appearing alphabetically
in Section 13.1 thereof:



 


““Adjusted Non-GAAP
Net Income” means, as calculated for any period and at any date of determination, the net profit (or loss) of Borrower,
plus, to the extent the same have been deducted in the calculation of the foregoing and approved by Bank in writing on a case-by-case
basis, (a) stock based compensation expense, (b) merger related expenses, (c) amortization of acquired intangible assets and (d)
depreciation.”


 


““Maximum Availability Amount”
is Twenty Million Dollars ($20,000,000.00).”


 


““Net Cash”
is, as calculated on a consolidated basis, (a) Borrower’s unrestricted and unencumbered cash minus (b) all obligations and
liabilities of Borrower to Bank including, without limitation, the Obligations.”


 


““Unused Line
Fee” is defined in Section 2.13 of this Agreement.”


 






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		13	The Loan Agreement shall be amended by deleting the following definitions, appearing in Section
13.1 thereof:



 


““Advance Rate”
is (a) with respect to Eligible Accounts, eighty percent (80.0%), net of any offsets related to each specific Account Debtor,
including, without limitation, Deferred Revenue, or such other percentage as Bank establishes under Section 2.1.1 of this Agreement
upon notice to Borrower, and (b) with respect to Aggregate Eligible Accounts, eighty percent (80.0%), net of any offsets related
to each specific Account Debtor, except for Deferred Revenue, or such other percentage as Bank establishes under Section 2.1.1
of this Agreement upon notice to Borrower.”


 


““Applicable
Rate” is a per annum rate equal to the Prime Rate plus one and one-half of one percent (1.50%).”


 


““Availability
Amount” is the lesser of (a) Ten Million Dollars ($10,000,000.00) and (b) the Borrowing Base.”


 


““Facility Amount”
is Twelve Million Five Hundred Thousand Dollars ($12,500,000.00).”


 


““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.”


 


““Maturity Date”
is March 30, 2015.”  


 


““Prime Rate”
is the greater of (a) four percent (4.0%) and (b) Bank’s most recently announced “prime rate,” even if it is
not Bank’s lowest rate.”


 


““Streamline
Facility Eligible” means, as of any day during any Subject Month, Borrower has provided evidence to Bank that it (a)
had an Adjusted Quick Ratio of at least 1.25 to 1.0 at all times during the applicable Testing Month, and (b) has an Adjusted Quick
Ratio of at least 1.25 to 1.0 on such day.”


 


and inserting in lieu thereof
the following:


 


““Advance Rate”
is (a) with respect to Eligible Accounts, eighty percent (80.0%), net of any offsets related to each specific Account Debtor,
except for Deferred Revenue, or such other percentage as Bank establishes under Section 2.1.1 of this Agreement upon notice to
Borrower, and (b) with respect to Aggregate Eligible Accounts, eighty percent (80.0%), net of any offsets related to each specific
Account Debtor, except for Deferred Revenue, or such other percentage as Bank establishes under Section 2.1.1 of this Agreement
upon notice to Borrower.”


 






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““Applicable
Rate” is (a) with respect to Financed Receivables based upon specific Eligible Accounts, a per annum rate equal to the
Prime Rate plus two and one-quarter of one percent (2.25%), and (b) with respect to Financed Receivables based upon Aggregate Eligible
Accounts, a per annum rate equal to the Prime Rate plus three-quarters of one percent (0.75%).”


 


““Availability
Amount” is the lesser of (a) the Maximum Availability Amount and (b) the Borrowing Base.”


 


““Facility Amount”
is Twenty Five Million Dollars ($25,000,000.00).”


 


““Material
Adverse Change” is: (a) a material impairment in the perfection or priority of Bank’s Lien in the Collateral
or in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise)
of Borrower; (c) a material impairment of the prospect of repayment of any portion of the Obligations; or (d) Bank determines,
based upon information available to it and in its reasonable judgment, that there is a substantial likelihood that Borrower shall
fail to comply with one or more of the financial covenants in Section 6 of this Agreement during the next succeeding financial
reporting period.”


 


““Maturity Date”
is October 3, 2016.”


 


““Prime Rate”
is, with respect to any day, the “Prime Rate” as quoted in the Wall Street Journal print edition on such
day (or, if such day is not a day on which the Wall Street Journal is published, the immediately preceding day on which
the Wall Street Journal was published).


 


““Streamline
Facility Eligible” means, as of any day during any Subject Month, Borrower has provided evidence to Bank that it (a)
had an Adjusted Quick Ratio of at least 1.50 to 1.0 at all times during the applicable Testing Month, and (b) has an Adjusted Quick
Ratio of at least 1.50 to 1.0 on such day.”


 


		14	The Loan Agreement shall be amended by deleting the Compliance Certificate appearing as Exhibit B to the Loan
Agreement and inserting in lieu thereof the Compliance Certificate attached as Schedule 1 hereto.



 


		15	The Loan Agreement shall be amended by deleting the Borrowing Base Certificate appearing as Exhibit D to the
Loan Agreement and inserting in lieu thereof the Borrowing Base Certificate attached as Schedule 2 hereto.



 


4.FEES AND EXPENSES. Borrower shall
pay to Bank a modification fee equal to Forty Three Thousand Four Hundred Seventy Five Dollars ($43,475.00), which fee shall be
due on the date hereof and shall be deemed fully earned as of the date hereof. Borrower shall also reimburse Bank for all legal
fees and expenses incurred in connection with this amendment to the Existing Loan Documents.


 


5.PERFECTION CERTIFICATE. Borrower
hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate
dated as of October 3, 2014, and acknowledges, confirms and agrees the disclosures and information Borrower provided to Bank in
such Perfection Certificate have not changed, as of the date hereof. Borrower hereby acknowledges and agrees that all references
in the Loan Agreement to Perfection Certificate shall mean and include the Perfection Certificate as described herein.


 






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6.CONSISTENT CHANGES. The Existing
Loan Documents are hereby amended wherever necessary to reflect the changes described above.


 


7.RATIFICATION OF LOAN DOCUMENTS.
Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral granted to the Bank,
and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.


 


8.NO DEFENSES OF BORROWER. Borrower
hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against Bank with respect to the
Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against
Bank, whether known or unknown, at law or in equity, all of them are hereby expressly WAIVED and Borrower hereby RELEASES Bank
from any liability thereunder.


 


9.CONTINUING VALIDITY. Borrower
understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations, warranties,
and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement,
the terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s agreement to modifications
to the existing Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank to make any future modifications
to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations. It is the intention
of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released
by Bank in writing. No maker will be released by virtue of this Loan Modification Agreement.


 


10.COUNTERSIGNATURE. This Loan
Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank.


 


[The remainder of this page is intentionally
left blank]


 




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This Loan Modification Agreement is executed
as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above.


 





	BORROWER:	BANK:
	 	 
	BRIGHTCOVE INC.	SILICON VALLEY BANK
	 	 
	By: /s/ Christopher Stagno	By:	 
	 	 	 
	Name: Christopher Stagno	Name:	 
	 	 	 
	Title: CFO	Title:	 












    	 



    	 



    

 


This Loan Modification Agreement is executed
as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above.


 





	BORROWER:	 	BANK:
	 	 	 	 
	BRIGHTCOVE INC.	 	SILICON VALLEY BANK
	 	 	 	 
	By: 		 	By: /s/ Sam Subilia
	 	 	 	 
	Name: 		 	Name: Sam Subilia
	 	 	 	 
	Title:	 	 	Title: Vice President







 




    	 



    	 



    

 


Schedule
1


 


EXHIBIT B


 





 


SPECIALTY FINANCE DIVISION


Compliance Certificate


 


I, an authorized officer
of BRIGHTCOVE INC. (“Borrower”) certify under the Loan and Security Agreement (as amended, the “Agreement”)
between Borrower and Silicon Valley Bank (“Bank”) as follows for the period ending _____________________________ (all
capitalized terms used herein shall have the meaning set forth in the Agreement):


 


Borrower represents and warrants for
each Financed Receivable:


 


Each Financed Receivable is an Eligible
Account;


 


Borrower is the owner with legal right
to sell, transfer, assign and encumber such Financed Receivable;


 


The correct amount is on the Advance Request
and Invoice Transmittal and is not disputed;


 


Payment is not contingent on any obligation
or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date;


 


Each Financed Receivable is based on an
actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously
sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens;


 


There are no defenses, offsets, counterclaims
or agreements for which the Account Debtor may claim any deduction or discount;


 


Borrower reasonably believes no Account
Debtor is insolvent or subject to any Insolvency Proceedings;


 


Borrower has not filed or had filed against
it Insolvency Proceedings and does not anticipate any filing;


 


Bank has the right to endorse and/or require
Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and


 


No representation, warranty or other statement
of Borrower in any certificate or written statement given to Bank in respect of a Financed Receivable contains any untrue statement
of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement
not misleading in light of the circumstances in which they were made.


 


Additionally, Borrower represents and
warrants as follows:


 


Borrower and each Subsidiary is duly existing
and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state
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 cause a Material Adverse Change. The execution, delivery and performance of the Loan Documents
by Borrower have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event
of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or
by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.


 






    	 



    	 



    

 


Borrower has good title to the Collateral,
free of Liens except Permitted Liens. All inventory is in all material respects of good and marketable quality, free from material
defects.


Borrower is not an “investment company”
or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended.
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 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. Borrower has not violated any laws, ordinances or rules, the violation of which could
reasonably be expected to cause a Material Adverse Change. None of Borrower’s or any Subsidiary’s properties or assets
have been used by Borrower or any Subsidiary or, to Borrower’s knowledge, by previous Persons, in disposing, producing,
storing, treating, or transporting any hazardous substance other than legally. Borrower and each Subsidiary has timely filed all
required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith
with adequate reserves under GAAP. Borrower and each Subsidiary has 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 its business
as currently conducted except where the failure to obtain or make such consents, declarations, notices or filings would not reasonably
be expected to cause a Material Adverse Change.


 


Borrower is in compliance with the financial
covenant(s) set forth in Section 6.11 of the Agreement. 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.


 


Financial Covenants


 


	 	 	Required	 	 	Actual	 	 	Eligible
	 	 	 	 	 	 	 	 	 
	Adjusted
    Quick Ratio (tested quarterly)	 	>	1.25:1.0	 	 	 	___:1.0	 	 	Yes
    No N/A
	 	 	 	 	 	 	 	 	 	 	 
	Net
    Cash (tested the first and second	 	 	 	 	 	 	 	 	 	 
	months
    of each quarter)	 	>	$10,000,000	 	 	 	$__________	 	 	Yes
    No N/A
	 	 	 	 	 	 	 	 	 	 	 
	Adjusted
    Non-GAAP Net Income	 	 	 	 	 	 	 	 	 	 
	(tested
    quarterly)	 	 	$______*	 	 	 	$______	 	 	Yes
    No N/A




 


* As set forth in Section 6.11(c) of the
Agreement


 


 


Streamline Facility Eligibility


 


	 	 	Required	 	 	Actual	 	 	Eligible
	 	 	 	 	 	 	 	 	 	 
	Adjusted
    Quick Ratio	 	>	1.50:1.0	 	 	 	___:1.0	 	 	Yes
    No




 






    	 



    	 



    

 


All other representations
and warranties in the Agreement are true and correct in all material respects on this date, and Borrower represents that there
is no existing Event of Default.


 


 


 


 


Sincerely,


	


        





 





BRIGHTCOVE INC.


 


 


 


________________________


Signature





	


        








________________________


Title





	


        








________________________


Date


 




    	 



    	 



    

 


Schedule
2


 


EXHIBIT D


 


BORROWING BASE CERTIFICATE


 


 


Borrower: Brightcove
Inc.

Lender:Silicon Valley Bank

Commitment Amount:     $20,000,000.00


	
         

        ACCOUNTS RECEIVABLE
	 
	1.         Accounts Receivable (domestic and foreign) (invoiced) Book Value as of ____________________	
         

        $_______________

	2.         Additions (please explain on next page)	$_______________
	
        3.         Less: Intercompany / Employee / Non-Trade Accounts

        4.         NET TRADE ACCOUNTS RECEIVABLE
	
        $_______________

        $_______________

	 	 
	ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)	 
	5.         Affiliate/Intercompany/Employee Accounts	$_______________
	6.         120 Days Past Invoice Date	$_______________
	7.         Balance of 50% over 120 Day Accounts (cross-age or current affected)	$_______________
	
        8.         Foreign Account Debtors (non-U.S./Canada/United
        Kingdom/ Japan/Israel/ 

                    Republic of Ireland/Germany/France/the Netherlands/Belgium/Switzerland/

                    Norway/Sweden/Italy/Finland/Spain/Portugal/Denmark/Australia/Singapore)
	
         

         

        $_______________

	9.         Accounts billed and/or payable outside the United States	$_______________
	10.       Contra/Customer Deposit Accounts	$_______________
	11        U.S. Government Accounts w/o assignment of claims	$_______________
	12.       Promotion or Demo Accounts; Guaranteed Sale or Consignment Sale Accounts	$_______________
	
        13.       Accounts with Memo or Pre-Billings

        14.       Contract Accounts; Accounts with Progress/Milestone Billings
	
        $_______________

        $_______________

	15.       Accounts for Retainage Billings	$_______________
	16.       Trust / Bonded Accounts	$_______________
	17.       Bill and Hold Accounts	$_______________
	18.       Unbilled Accounts	$_______________
	19.       Non-Trade Accounts (if not already deducted above)	$_______________
	20.       Accounts with Extended Term Invoices (Net 120+)	$_______________
	21.       Chargebacks Accounts / Debit Memos	$_______________
	
        22.       Product Returns/Exchanges

        23.       Disputed Accounts; Insolvent Account Debtor Accounts
	
        $_______________

        $_______________

	24.       Other (please explain on next page)	$_______________
	25.       TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS	$_______________
	26.       Eligible Accounts (#4 minus #25)	$_______________
	27.       ELIGIBLE AMOUNT OF ACCOUNTS (80.0% of #26)	$_______________
	 	 
	BALANCES	 
	28.       Maximum Loan Amount	$20,000,000.00
	29.       Total Funds Available (Lesser of #27 or 28)	$_______________
	30.       Present balance owing on Line of Credit	$_______________
	31.       RESERVE POSITION (#29 minus #30)	$_______________


 


[Continued on following page.]


  



    	 



    	 



    




 


Explanatory comments from previous page:


 


 





 


 


 


 


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


 


	
        COMMENTS:

         

        BRIGHTCOVE INC.

         

        By: ___________________________

        Authorized Signer

        Date: ___________________________
	
        BANK USE ONLY

        Received by: _____________________

        authorized
        signer

        Date: __________________________

        Verified: ________________________

        authorized
        signer

        Date: ___________________________

        Compliance Status:YesNo