MODIFIED AND REFORMED LOAN AND SECURITY AGREEMENT | Telaria, Inc. | business contracts (2023)

Exhibit 10.2

MODIFIED AND REFORMED LOAN AND SECURITY AGREEMENT

THIS MODIFIED AND REFORMED LOAN AND SECURITY AGREEMENT(thisagreement) of January 27, 2017 (tueEffective Date) from and betweenSILICON VALLEY BANK, a California corporation with a credit manufacturing office at 505 5thAvenue, 11thFloor, New York, New York 10017 (Bank), andTREMO VIDEO, INC., a Delaware company (borrower), contains the terms on which the bank provides credit to the borrower and the borrower repays the bank. The parties agree as follows:

A. The Bank and the Borrower previously entered into this specific Loan and Security Agreement dated June 7, 2007 between the Borrower and the Bank as amended by a specific First Loan Modification Agreement dated December 8, 2008 which was further modified by a specific Second Loan Amendment Agreement dated December 7, 2009, further modified by a certain third Loan Modification Agreement dated February 7, 2010, further modified by a certain fourth Loan Modification Agreement dated March 7, 2011, further modified by a certain fifth Loan Modification Agreement dated December 30, 2011, further modified by a certain Sixth Loan Modification Agreement dated October 20, 2014 and further amended by a certain Seventh Loan Modification Agreement dated December 28, 2016 (as also previously amended, modified, supplemented or restated, thePrevious Loan Agreement).

B. The Borrower and the Bank have agreed to amend and restate and replace the previous Loan Agreement in its entirety. Bank and Borrower hereby agree that the previous Loan Agreement shall be amended and restated in its entirety as follows:

1. ACCOUNTING AND OTHER CONDITIONS

Accounting terms not defined in this Agreement should be construed in accordance with GAAP. Calculations and determinations must be made in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement have the meaning set forth in Section 13. All other terms contained in this Agreement, unless otherwise specified, have the meaning set forth in the Code to the extent such terms are defined therein.

2. LOANS AND TERMS OF PAYMENT

2.1 promise to pay. The Borrower hereby unconditionally agrees to pay the Bank the outstanding principal of all Extensions of Loan and accrued and unpaid interest thereon when due pursuant to this Agreement.

2.1.1 Revolving advances.

(A)Availability. Subject to the terms of this Agreement, the Bank will make advances not exceeding the Available Amount. Amounts borrowed under the Revolving Line may be repaid and re-borrowed prior to the Revolving Line maturity date, subject to the applicable conditions precedent herein.

(B)Completion; repayment. The revolving line will terminate on the revolving line maturity date when the principal of all advances, unpaid interest thereon and all other obligations in connection with the revolving line are immediately due and payable.

2.1.2 Sublime Letter of Credit.

(a) As part of the Revolving Line, the Bank will issue or cause to be issued Letters of Credit in dollars or foreign currency for the account of the Borrower. The total dollar equivalent of the principal amount of outstanding letters of credit (including drawn but not repaid letters of credit and any reserve letters of credit) shall not exceed (i) the lower of (A) the revolving line or (B) the borrowing base less (ii) the Sum of all outstanding principal amounts of all advances, less (iii) the sum of all amounts used for Cash Management Services and less (iv) the FX Reduction Amount.

(b) If there are outstanding Letters of Credit on the Revolving Line Maturity Date (or the effective date of any termination of this Agreement), the Borrower must post to the Bank on such date cash collateral equal to one hundred five percent (105.0%) for on Dollar denominated letters of credit or one hundred and ten percent (110.0%) for letters of credit denominated in a foreign currency, in each case the aggregate dollar equivalent of the principal amount of all such letters of credit plus all interest, charges and expenses due or estimated by the Bank in connection therewith, to secure all obligations related to such letters of credit. All Letters of Credit must be in form and substance acceptable at the Bank's sole discretion and are subject to the terms and conditions of the Bank's Standard Letter of Credit Agreement (thecredit application). The Borrower undertakes to prepare any other documentation related to the Letters of Credit if the Bank can reasonably request it. The Borrower further agrees to be bound by the rules and interpretations of the issuer of letters of credit guaranteed by the Bank and opened on behalf of the Borrower or by the Bank's interpretations of letters of credit issued by the Bank on behalf of the Borrower and The Borrower understands and agrees that the Bank shall not be liable for any error, negligence or error, whether an omission or an act, in following the Borrower's instructions or the instructions contained in the Letters of Credit or any modification, amendment or amendment thereto liable.

(c) The Borrower's obligation to promptly reimburse the Bank for drawings made under Letters of Credit is absolute, unconditional and irrevocable and must be executed strictly in accordance with the terms of this Agreement, these Letters of Credit and the Credit Application.

(d) The borrower may require the bank to issue a letter of credit payable in a foreign currency. If a request for payment is made under such a letter of credit, the Bank will treat such request as an advance to the borrower in the equivalent dollar amount (plus fees and charges associated therewith, such as wire, cable, SWIFT, or similar fees). ).

(e) In order to protect against exchange rate fluctuations, when issuing a letter of credit payable in a foreign currency, the bank shall set aside a reserve (theLetter of credit reserve) under the Revolving Line at a percentage (percentage to be determined by the Bank in its sole discretion) of the principal amount of such Credit. The Bank may adjust the amount of the Reserve Letter of Credit from time to time to take account of exchange rate fluctuations. The availability of funds under the Revolving Line will be reduced by the amount of such Reserve of the Credit while the Credit is outstanding.

2.1.3 Foreign exchange sub limit.As part of the revolving line, the borrower may enter into foreign exchange contracts with the bank in which the borrower agrees to invest a specified amount of foreign currency (each aFX Contract) on a specific date (thebilling date). FX Contracts have a settlement date of at least one (1) FX Business Day after the Contract Date. The aggregate FX Reduction Amount may at no time be the lesser of (i) the lower of (A) the Revolving Line or (B) the Loan Basis minus (ii) the sum of all outstanding Principal Amounts of all Advances minus (ii) the sum of all amounts due for cash management services are used, and less (iii) the aggregate dollar equivalent of the principal amount of all outstanding letters of credit (including drawn but not refunded letters of credit and any reserve letters of credit). The amount otherwise available for rollovers under the Revolving Line will be reduced by the FX reduction amount. Any amounts required to reimburse the Bank in full for any amounts not paid by the Borrower in relation to foreign exchange contracts will bear interest at the rate applicable to advances. Subject to Section 4.1, if on the Maturity Date of the Revolving Line there are any forward foreign exchange contracts outstanding, the Borrower must on that date post the Bank cash collateral in an amount consistent with the Bank's current foreign exchange contract policy in order to secure all of the obligations relating to such forward foreign exchange contracts.

2.1.4 Floor for cash management services. The Borrower may use the Bank's Revolving Line for cash management services, which may include merchant services, payroll direct deposit, business credit cards, and check cashing services described in the Bank's various cash management service agreements (collectively, theCash-Management-Services) in an aggregate amount not exceeding (i) less than (A) the Revolving Line or (B) the Credit Base, less (ii) the sum of all principal amounts outstanding of all advances, less (ii) the total dollar equivalent of the principal amount of all outstanding Letters of Credit (including drawn but unreturned Letters of Credit and all Reserves of Letters of Credit) and less (iv) the FX Reduction Amount. All amounts paid by the Bank on behalf of the Borrower for cash management services will bear interest at the interest rate applicable to advances. Subject to Section 4.1, if there are outstanding cash management services on the Revolving Line Maturity Date, the Borrower must post cash collateral to the Bank on that date in an amount consistent with the Bank's current policy for cash management services in order to meet all secure the obligations related to such cash management services.

2

2.2 excess. If at any time the outstanding principal amount of any Advances exceeds the lower of either the Revolving Line or the Borrowing Base, the Borrower shall pay the Bank the amount of such excess (such excess, theexcess). Without limiting the Borrower's obligation to repay any Excess Payment to the Bank, the Borrower agrees to pay interest to the Bank on the outstanding amount of any Excess Payment on demand at the Default Rate.

2.3 Payment of interest on the loan extensions.

(A)Zinsrate. Subject to Section 2.3(b), the principal amount outstanding under the Revolving Line will accrue interest at a floating annual rate equal to the Prime Rate, with interest being payable monthly in accordance with Section 2.3(d) below.

(B)standard set. Immediately after the occurrence of and during the continuation of an event of default, the liabilities shall bear interest at an annual rate of four percent (4.0%) above the interest rate otherwise applicable (thestandard set). Fees and expenses payable by the Borrower pursuant to the Loan Documents (including but not limited to bank charges) but not paid when due will bear interest until paid at a rate equal to the highest rate applicable to the Liability. Payment or acceptance of the increased rate of interest under this Section 2.3(b) is not an acceptable alternative to timely payment and will not constitute a waiver of an Event of Default or otherwise impair or limit any of the Bank's rights or remedies.

(C)interest rate adjustment. Changes in the interest rate of a Loan Extension based on changes in the Prime Rate will take effect on the effective date of a change in the Prime Rate and to the extent of such change.

(D)Payment; interest calculation. Interest is payable monthly on the payment date and is calculated on a 360 day year basis for the number of days actually elapsed. For purposes of calculating interest, (i) all payments received after 2:00 p.m. Eastern time on any day will be deemed received at the opening of business on the next business day and (ii) include the date a credit extension was made and the date of the payment is excluded; provided, however, that if a credit extension is repaid on the same day that it is made, that day will be included in the calculation of interest on that credit extension.

2.4 fees. The borrower pays to the bank:

(A)deployment fee. A fully earned non-refundable commitment fee of thirty-five thousand dollars ($35,000.00) on the Effective Date;

(B)Fee for unused revolving line facilities. A fee (theFee for unused revolving line facilities), payable quarterly, in arrears, at a rate of thirty-five hundredths of one percent (0.35%) per annum of the average unused portion of the revolving credit facility, as determined by the Bank. The Unused Portion of the Revolving Line is calculated on a calendar year basis for purposes of this calculation and is equal to the difference between (i) the Revolving Line and (ii) the average for the period of the daily closing balance of the Outstanding Revolving Line (including any amounts used for Cash Management Services ) plus the sum of the total dollar equivalent of the principal amount of outstanding letters of credit (including drawn but not repaid letters of credit and all reserves of letters of credit) and the FX reduction amount. The Borrower shall not be entitled to any credit, rebate or refund of any unused Revolving Line Facility Fee previously earned by the Bank pursuant to this Section 2.4(b), notwithstanding any termination of the Agreement or the suspension or termination of the Bank's obligation to pay Loans and advances hereunder;

(C)termination fee. If the Borrower terminates this Agreement or the Revolving Line for any reason prior to the due date of the Revolving Line, a termination fee equal to one percent (1.0%) of the Revolving Line will be payable in addition to payment of all other amounts then owed, provided that no Termination Fee will be charged if the Credit Facility is replaced with a new facility from the Bank hereunder; And

3

(D)bank charges. All bank expenses (including reasonable attorneys' fees and expenses of documenting and negotiating this Agreement) incurred up to and after the Effective Date when due (or, if no due date is specified, at the Bank's request).

Except as otherwise provided in this Agreement or in a separate letter from the Bank, notwithstanding any termination of this Agreement or suspension or termination by the Bank, the Borrower shall not be entitled to any credit, rebate or refund of any Fees earned by the Bank under this Agreement s Obligation to grant loans and advances. The Bank may deduct any amounts owed by the Borrower under the provisions of this Section 2.4 subject to the terms of Section 2.5(c). The Bank shall notify the Borrower in writing of the deductions made from the Designated Deposit Account under the terms of the clauses of this Section 2.4.

2.5 payments; application of payments; debiting accounts.

(a) All payments to be made by the Borrower under any Loan Document shall be made in immediately available dollar funds without set-off or counterclaim before 2:00 p.m. Eastern Time on the Due Date. Payments of principal and/or interest received after 2:00 p.m. Eastern Time are deemed to have been received at the opening of business on the next business day. If a payment is due on a day that is not a business day, payment is due on the next business day and additional fees or interest may apply until payment is made.

(b) Prior to the occurrence of an Event of Default, payments will be made in accordance with the Borrower's instructions. Upon and during the persistence of an Event of Default, the Bank shall have the exclusive right to determine the order and manner in which all payments in respect of the Obligations may be made and the Borrower shall have no right to determine the order or accounts with which bank shall allocate or apply all payments to be made by the Borrower to the Bank or otherwise received from the Bank under this Agreement, unless such allocation or application is specified elsewhere in this Agreement.

(c) The Bank may debit any deposit account of the Borrower, including the Specified Deposit Account, for payments of principal, interest or other amounts owed by the Borrower to the Bank when due. These charges do not represent offsetting, but are offset against due and payable liabilities.

3. TERMS OF THE LOANS

3.1 Conditions precedent for the extension of the initial loan. The Bank's obligation to make the initial extension of credit is subject to the condition precedent that the Bank has received such documents satisfactorily in form and content and the completion of such other matters as the Bank reasonably deems necessary or appropriate, including, without limitation:

(a) Duly executed original signatures of the Borrower for the loan documents to which it is a party;

(b) duly executed original signatures of the Borrower for the Control Agreement(s);

(c) the Borrower's operating records and long-form good standing certificates certified by the Secretary of State of Delaware, the Secretary of the Commonwealth (or equivalent) of Massachusetts (except with respect to the Borrower's articles of incorporation), and the Secretary of State (or equivalent authority) of New York, in each case on a date not earlier than sixty (60) days before the Effective Date;

(d) duly executed signatures on the Borrower's completed Borrowing Resolutions;

(e) certified copies, dated to date, of searches of any finance statement, if the Bank may request it, accompanied by written evidence (including any UCC notice of termination) that the liens specified on such finance statements are either permissible liens or were or are terminated or released in connection with the original credit extension;

4

(f) the Borrower's Certificate of Perfection together with the duly executed original signature thereon;

(g) a waiver in favor of the Bank in favor of the Bank by (i) Sungard, (ii) Zayo Group Holdings and (iii) Raging Wire Data Centers, Inc. together with duly signed original signatures thereon;

(h) a legal opinion of the Borrower's counsel (authority and enforceability) dated the Effective Date together with the duly executed original signature thereon;

(i) Evidence reasonably satisfactory to the Bank that the insurance policies and supplements required under Section 6.5 of this document are in full force and effect together with appropriate evidence showing the losses payable by the Lender and/or prove additional insured clauses or supplements in favor of the bank; And

(j) payment of any fees and bank charges then due in accordance with Section 2.4 of this Agreement.

3.2 Conditions precedent for all credit extensions. The Bank's obligation to make any loan extension, including the original loan extension, is subject to the following conditions precedent:

(a) unless otherwise specified in clause 3.4, timely receipt of a completed payment/prepayment form;

(b) the representations and warranties in this Agreement must be true, accurate and complete in all material respects as of the date of the Payment/Advance Form and the Funding Date of each Loan Extension; provided, however, that this materiality label does not apply to representations and warranties that have already been qualified or modified by materiality in their language; and provided that such representations and warranties, which expressly relate to a particular date, are true, accurate and complete in all material respects as of that date and no Event of Default has occurred and is ongoing or results from the Extension of Credit. Any extension of credit is the Borrower's representation and warranty as of that date that the representations and warranties in this Agreement will remain true, accurate and complete in all material respects; provided, however, that this materiality label does not apply to representations and warranties that are already qualified or modified by materiality in their language; and provided that such representations and warranties, which are expressly made as of a particular date, are true, accurate and complete in all material respects as of that date; And

(c) in the reasonable discretion of the Bank, there is no material adverse effect on the general affairs, results of operations, financial condition or prospects of repayment of the indebtedness, or there is a material adverse deviation of the Borrower from the last business plan submitted by the Borrower to and accepted by the Bank.

3.3 promise to deliver. The Borrower agrees to deliver to the Bank any item required to be delivered to the Bank under this Agreement as a condition precedent to any extension of credit. The Borrower expressly agrees that any extension of credit made prior to receipt of such item from the Bank will not constitute a waiver by the Bank of the Borrower's obligation to deliver such item and that any extension of credit will occur in the absence of a required item are at the Bank's sole discretion.

3.4 Procedure for borrowing. Subject to prior satisfaction of all other applicable conditions for the granting of a Credit Extension set forth in this Agreement, the Borrower must notify the Bank (except for Credit Extensions pursuant to Sections 2.1.2 or 2.1.4) in order to obtain a Credit Extension ( cancellation is irrevocable) by email, fax, or phone by 12:00 p.m. Eastern Time on the Credit Renewal Funding Date. Along with such electronic or facsimile notification, the Borrower must email or facsimile to the Bank a completed payment/prepayment form prepared by a responsible employee or his designee. The Bank may rely on any telephone notification given by any person whom the Bank deems to be a responsible officer or agent. The bank credits the credit extensions to the Designated Deposit Account. The Bank may make credit extensions under this Agreement on the basis of instructions from a responsible employee or his designee or without instructions if the credit extensions are necessary to meet obligations that are due.

5

4. CREATING SECURITY RIGHTS

4.1 Granting Security Interests.The Borrower hereby grants to the Bank, in order to secure the full payment and performance of all obligations, a continuing security interest and pledges the Bank to the Collateral, wherever located, whether owned or subsequently acquired or created, and all proceeds and products thereof.

If this Agreement is terminated, the Bank's lien on the Collateral will continue until the obligations (other than initial indemnification obligations) are fully repaid in cash. Upon full cash payment of the debt (other than any initial indemnity obligation) and at the time the Bank's obligation to make loan extensions is terminated, the Bank, at the Borrower's sole expense and expense, releases its liens on the Collateral and all rights thereto go back to the borrower.

4.2 Priority of security interest. The Borrower represents, warrants and represents that the security interest granted herein is and will at all times remain a senior, perfected security interest in the Collateral (subject only to allowable liens which, under the terms of this Agreement, have priority over the Bank's lien under this Agreement). If the Borrower acquires a claim in tort, the Borrower must promptly notify the Bank in writing signed by the Borrower of the general details thereof and in such letter grant the Bank a security interest therein and the proceeds thereof, all subject to the terms of these agreement, such letter being of a form and content satisfactory to the Bank.

4.3 Eligibility to Submit Funding Statements. The Borrower hereby authorizes the Bank to file in any appropriate jurisdiction, without notice to the Borrower, any Statement of Funds to further or protect the interests or rights of the Bank hereunder, including a notice that any disposal of the Collateral by either the Borrower or any other person shall be considered a breach of the Bank's rights under the Code.

5. REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants that:

5.1 Proper Organization, Authorization; power and authority. The Borrower is duly present and in good standing as a registered organization in its country of incorporation and is qualified and licensed to conduct business and is in good standing in any country where the conduct of its business or property requires a qualification except where reasonably possible failure to do so could not be expected to have a material adverse effect on the borrower's business. In connection with this Agreement, the Borrower has provided the Bank with a completed and signed certificate entitled "Certificate of Perfection" signed by the Borrower. The Borrower represents and warrants to the Bank that (a) the Borrower's exact legal name is that which appears on the Certificate of Perfection and the signature page thereof; (b) the Borrower is an organization of the type and is organized in the jurisdiction specified in the Certificate of Perfection; (c) the Certificate of Perfection specifies the Borrower's organizational identification number or specifies that the Borrower does not have one; (d) the Certificate of Perfection specifies the Borrower's place of business or, if more than one, its principal place of business and the Borrower's mailing address (if different from its principal place of business); (e) the Borrower (and each of its predecessors) has not changed its incorporation jurisdiction, organizational structure or type, or any organizational number assigned by its jurisdiction in the past five (5) years; and (f) all other information on the Certificate of Perfection in relation to the Borrower and each of its Affiliates is accurate and complete (it is understood and agreed that the Borrower may from time to time update certain information in the Certificate of Perfection after the Effective Date to the extent permitted by one or more specific provisions of this Agreement). If the Borrower is not a registered organization now, but later becomes one, the Borrower must immediately notify the Bank of this incident and provide the Bank with the Borrower's organization identification number.

The Borrower's execution, delivery and performance of the Loan Documents in which it is a party are duly authorized and do not (i) conflict with the Borrower's organizational documents, (ii) conflict with, conflict with, constitute any default under or violate any material legal requirement, (iii) violate, conflict with or violate any applicable order, order, judgment, injunction, decree, decision or award of any governmental authority by which the Borrower or any of its affiliates or whose property or assets may be bound or affected, (iv) require any action, filing, registration or qualification with, or regulatory approval of, any governmental agency (other than such regulatory approvals that have already been obtained and are in full force).(or obtained pursuant to Section 6.1(b).))or (v) conflict with, breach, constitute a default or breach of, result in or permit the termination or expediting of any material agreement to which the Borrower is bound. The Borrower is not under any arrangement to which it is party or bound by which the default could reasonably be expected to have a material adverse effect on the Borrower's business.

6

5.2 Security. The Borrower shall have a good title to, right in and authority to assign any item of Security on which it purports to grant a lien hereunder, free and clear of all liens other than permitted liens. The Borrower has no Collateral Accounts with or with any bank or financial institution other than the Bank's Affiliates or the Bank, other than the Collateral Accounts described in the Certificate of Perfection served on the Bank in connection therewith and for which the Borrower has taken the necessary actions taken to give the Bank a perfected security interest therein subject to the terms of Section 6.6(b). The accounts are honest, existing obligations of the account debtors.

The collateral is not held by a third party custodian (e.g. warehouse) unless otherwise specified in the Certificate of Perfection. None of the components of the security may be kept in locations other than those specified in the Certificate of Perfection or permitted under Section 7.2.

All inventories are of good and merchantable quality in all essential respects, free from material defects.

Borrower is the sole owner of any intellectual property 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 commercially available is the public and (c) tangible intellectual property licensed to the borrower and noted on the Certificate of Perfection. Any patent owned or purportedly owned by the Borrower that is essential to the Borrower's business is, to the knowledge of the Borrower, valid and enforceable and is not a part of the intellectual property owned or purportedly owned by the Borrower that is essential to the Borrower part or all of his deal has been found invalid or unenforceable. To the best of the Borrower's knowledge, no claim has been made that any part of the intellectual property owned by the Borrower infringes the rights of any third party, except to the extent that such a claim cannot reasonably be expected to have a material adverse effect on the Borrower has s business.

Except as noted on the Certificate of Perfection, the Borrower is not a party to, and is not bound by, any limited license.

5.3 requirements.

(a) For each Eligible Account in a Borrowing Base Certificate, all statements made and all unpaid balances appearing on all invoices, deeds and other documents evidencing such Eligible Accounts are and shall remain true and correct and all such invoices, deeds and other documents, and all the borrower's books are genuine and in all respects what they claim to be. Regardless of whether an Event of Default has occurred or is ongoing, the Bank may notify any Account Borrower that owes money to the Borrower of the Bank's security interest in such funds and verify the amount of any such Eligible Account.

(b) All sales and other transactions underlying or leading to any Eligible Account must comply in all material respects with all applicable laws and governmental rules and regulations. The Borrower is unaware of any actual or pending bankruptcy proceedings of any Account Borrower whose accounts are Eligible Accounts on a Basic Certificate of Borrowing. To the best of the Borrower's knowledge, all signatures and endorsements on all documents, deeds and agreements relating to all Eligible Accounts are genuine and all such documents, deeds and agreements are legally enforceable according to their terms.

5.4 litigation. Except as provided on the Certificate of Perfection as of the Effective Date, no action or proceeding is pending or to the knowledge of a responsible officer threatened in writing by or against the Borrower or any of its affiliates exceeding individually or in the aggregate one hundred and fifty thousand dollars (150,000.00 $).

7

5.5 annual accounts; Financial situation. All consolidated financial statements submitted to the Bank for the Borrower and its subsidiaries fairly present, in all material respects, the consolidated financial condition of the Borrower and the consolidated results of operations of the Borrower for the periods covered consolidated financial position of the borrower has not deteriorated significantly.

5.6 ability to pay. The fair value of the Borrower's consolidated assets (including goodwill less costs to sell) exceeds the fair value of the Borrower's liabilities; The Borrower is not left with an unreasonably small amount of capital after the transactions under this Agreement; and the borrower is able to pay its debts (including commercial debts) when they come due.

5.7 Legal Compliance. The Borrower is not an investment company or an entity controlled by an investment company within the meaning of the Investment Company Act 1940, as amended. The borrower is not engaged in the origination of margin stock credit as one of its significant activities (under Federal Reserve Board of Governors Regulations X, T, and U). The Borrower (a) has complied in all material respects with all legal requirements and (b) has not breached any legal requirements, in each case where the non-compliance or breach of any material requirement could reasonably be expected to have an adverse effect on its business . None of the land or assets of the Borrower or any of its subsidiaries has been used by the Borrower or any of its subsidiaries, or to the best of the Borrower's knowledge by any previous person, for the disposal, production, storage, treatment or transportation of any hazardous substance other than legal. The Borrower and each of its affiliates have obtained all consents, approvals and authorizations, made all declarations or filings with, and provided all notices to, any governmental authority necessary to continue their respective businesses as presently conducted.

5.8 subsidiaries; investments. The Borrower does not own any stock, partnership or other interest in ownership or other equity securities other than Permitted Investments.

5.9 tax returns and payments; pension contributions. Borrower has timely filed all required tax returns and reports or obtained valid extensions for filing, and Borrower has paid all foreign, state, state and local taxes, assessments, deposits and contributions owed to Borrower, except for (a ) until timely paid to the extent such taxes are disputed in good faith through appropriate procedures promptly instituted and diligently executed, so long as such provision or other appropriate provision, if any, as required by GAAP, made for it, or (b) if such taxes, assessments, deposits and contributions, individually or in aggregate, do not exceed fifty thousand dollars ($50,000.00).

To the extent that the Borrower defers payment of disputed taxes, the Borrower must (i) notify the Bank in writing of the commencement and any material development of the proceedings and (ii) post bonds or take other steps necessary to prevent the Government Authority, collecting such disputed taxes in order to obtain a lien on any of the Collateral that is not an Eligible Lien. The Borrower is not aware of any claims or adjustments that have been proposed for any of the Borrower's prior tax years that could result in additional taxes becoming due and payable by the Borrower. The Borrower has paid all amounts required to fund any present pension, profit-sharing and deferred compensation plans in accordance with their terms and the Borrower has not opted out of participation and has not permitted any termination, in whole or in part, or the occurrence thereof, in respect of any event such plan that could reasonably be expected to give rise to liability on the part of the borrower, including liability to the Pension Benefit Guaranty Corporation or its assignees or any other governmental agency.

5.10 Use of Proceeds. The borrower uses the proceeds from the loan extensions for working capital and to fund its general business needs and not for personal, family, household, or agricultural purposes.

5.11 Full Disclosure. No written representation, guarantee or other statement by the Borrower in any certificate or written statement given to the Bank from the date such representation, guarantee or other statement was made together with all such written certificates and written statements given to the Bank contains or omits to state any untrue statement of a material fact necessary for the statements or representations contained in the Certificates not to be misleading (the Bank recognizing that the statements dated projections and forecasts provided in good faith by the Borrower are not based on reasonable assumptions and facts and that actual results during the period or periods covered by such projections and forecasts may differ from projected or projected results).

8

5.12 definition of knowledge.-For the purposes of the Loan Documents, whenever any representation or warranty is made to the best of the Borrower's knowledge or belief or a similar qualification, knowledge or awareness of the Borrower means actual knowledge upon reasonable investigation by a responsible officer.

6. CONFIRMATION COMMITMENTS

The borrower must do the following:

6.1 Government Compliance.

(a) to maintain the legal existence and good standing of its Affiliates and each of its Affiliates in their respective jurisdictions of incorporation and to maintain qualification in any jurisdiction where the lack of such qualification is reasonably expected to have a material adverse effect on the Borrower's business would have, or surgeries. The Borrower shall comply with, and cause any Affiliate to comply with, all laws, ordinances and regulations to which it is subject, failure to comply with which could reasonably be expected to have a material adverse effect on the Borrower's business.

(b) obtain all regulatory approvals necessary for the performance of the Borrower's obligations under the Loan Documents to which it is a party and the granting by the Borrower of a security interest in the Bank over all Collateral. The Borrower must promptly provide the Bank with copies of such received regulatory approvals.

6.2 Annual accounts, reports, certificates.Provide the bank with:

(A)Loan Baseline Reports. Within thirty (30) days after the last day of each month, old lists of receivables and payables (after invoice date) (theLoan Baseline Reports);

(B)Borrow basic certificate. Within thirty (30) days after the last day of each month and together with the Borrowing Base Reports, a duly completed Borrowing Base Certificate signed by a responsible employee;

(C)Monthly Closing. When available, but no later than thirty (30) days after the last day of each month, a company will prepare a consolidated balance sheet and income statement covering the borrower's consolidated operations for that month, which will be prepared by an officer in charge and in reasonable form have been confirmed acceptable to the bank (theMonthly Closing);

(D)Monthly Certificate of Conformity. Within thirty (30) days of the last day of each month and accompanying the monthly financial statements, a duly completed Certificate of Compliance signed by a responsible officer certifying that at the end of that month, unless otherwise noted, the Borrower was in fully complying with all terms, conditions and representations set out in this Agreement and preparing calculations to demonstrate compliance with the financial representations set out in this Agreement and any other information the Bank may reasonably request;

(e)board projections. When available, but no later than (i) forty-five (45) days after the end of each Borrower's financial year or (ii) ten (10) days after approval by the Board of Directors and no later than (i) forty-five (45) days after the Approval by the Board of Directors ten (10) days after Board approval of any material update or change thereto, Board-approved annual operating budget and financial projections in a form of presentation appropriate to the Bank;

(F)Audited financial statements. When available, but no later than one hundred and twenty (120) days after the Borrower's fiscal year-end, audited consolidated financial statements, prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independently certified public accounting firm acting for the Bank is reasonably acceptable;

9

(G)Other statements. Within five (5) days of delivery, copies of all statements, reports and notices made available to securityholders of the Borrower or any holders of subordinated debt;

(H)SEC Filings. Within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower with the SEC, any governmental agency performing any or all of the functions of the SEC, or distributed to its stockholders, as the case may be. Documents required to be served under the terms of this Agreement (to the extent such documents are included in materials otherwise filed with the SEC) may be served electronically and, if served, will be deemed served on the date the Borrower furnishes such Submit documents to, or provide a link to, the Borrower's website on the Internet at the address of the Borrower's website; provided, however, that the Borrower promptly notifies the Bank in writing (including by email) of the sending of such documents;

(I)legal notice. Prompt written notification of any pending or threatened legal proceedings against the Borrower or any of its affiliates that would reasonably result in damages or costs to the Borrower or any of its affiliates of individually or in the aggregate one hundred and fifty thousand dollars ($150,000.00) or more;

(J)Share Buyback Report. On the first Business Day of each month, a report satisfactory in form and content to the Bank, detailing the number of repurchases of common stock made at any time during the preceding month and the total amount paid by the Borrower in connection with such repurchases; And

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

6.3 Inventory; Returns. Keep all inventory in good and marketable condition free from defects in material. Returns and value adjustments between the Borrower and its Account Debtors must follow the Borrower's standard practice as of the Effective Date. The Borrower must promptly notify the Bank of all returns, recoveries, disputes and claims involving more than one hundred thousand dollars ($100,000.00).

6.4 Steer; pensions. Timely file all required tax returns and reports and require each of its affiliates to timely file all required tax returns and reports and require each of its affiliates to timely pay all foreign, federal, state and local taxes, assessments, deposits and contributions to the Borrower and each of its affiliates, except for deferred payment of any taxes that are contested in accordance with the provisions of Section 5.9, and provide the Bank with relevant certificates evidencing such payments if requested, and pay all amounts necessary to fund all payments pension, profit-sharing and Deferred compensation plans according to their terms.

6.5 Insurance.

(a) keep its business and collateral insured against risks and for amounts customary for companies in the borrower's industry and location and as the Bank may reasonably require. Insurance policies must be in a form, with financially sound and reputable insurance companies that are not affiliated with the Borrower, and for amounts that are satisfactory to the Bank. All real estate policies must carry a lender liability endorsement stating that the bank is the sole payee of the lender. All liability policies must identify or endorse the bank as an additional insured. The Bank will be designated as Lender Loss Payee and/or Additional Insured in respect of such insurance providing cover in respect of Collateral.

(b) Ensuring that the proceeds payable under a property policy are, at the Bank's option, payable as a result of the obligations to the Bank. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is ongoing, the Borrower shall have the option to use the proceeds of liability insurance up to an aggregate of three hundred thousand dollars ($300,000.00) for all losses in aggregate Accident policies for the replacement or the Repair of destroyed or damaged property; provided that such replaced or repaired assets are (i) of equal or similar value to the replaced or repaired Collateral and (ii) qualify as Collateral over which the Bank has been granted a first security interest and (b) after the occurrence and during of the persistence of an Event of Default, all proceeds payable under such liability policy shall, at the Bank's option, be payable by virtue of the obligations to the Bank

10

(c) At the Bank's request, the Borrower must provide certified copies of insurance policies and proof of all premium payments. Each provider of such insurance required under this Section 6.5 agrees, by endorsement of the policy(s) it has issued or by independent instruments provided to the Bank, that it will indemnify the Bank for twenty (20) ) days prior written notice of any such policy or policies are materially modified or cancelled. If the Borrower fails to take out insurance under this Section 6.5 or to pay any amount or provide any required proof of payment to any third party and the Bank, the Bank may make such payment in whole or in part or obtain the insurance policies required in this Section 6. 5, and take any action within the guidelines that the bank deems prudent.

6.6 Content.

(a) All Borrowers and all of the Borrower's subsidiaries maintaining accounts with the Bank and all cash or securities of all Borrowers and such subsidiaries in excess of the amount used in the day-to-day operations of the Borrower or such subsidiaries must be kept maintained or managed by the Bank and its affiliates. Notwithstanding the foregoing, for each calendar quarter if the Borrower and the Borrower's subsidiaries held unrestricted and unencumbered cash and cash equivalents with the Bank and the Bank's affiliates with an average daily balance of not less than thirty million dollars during the immediately preceding calendar quarter ($30,000,000.00), as tested for the full quarter on the last day of that quarter, the Borrower may hold cash or securities in excess of the amount used in the Borrower's or those affiliates' ongoing operations in non-operating accounts with other financial institutions becomes Bank and affiliated companies of the Bank.

(b) give the Bank five (5) days prior written notice before opening a Collateral Account with or with any bank or financial institution other than the Bank's Affiliates or the Bank. For any Collateral Account maintained by the Borrower at all times, the Borrower shall cause the relevant bank or financial institution (other than the Bank) at or with which a Collateral Account is held to enter into and deliver a Control Agreement or other appropriate instrument in respect of such Collateral to complete the Bank's lien on such Collateral Account in accordance with the terms hereunder, provided that the Control Agreement may not be terminated without the Bank's prior written consent. The provisions of the preceding sentence shall not apply to (a) Borrower account numbers ending in 360 and 650 (last three digits) with JP Morgan Chase Bank NA appearing on the Certificate of Perfection for a period of up to thirty (30) days after the date of the Effective Date and (b) deposit accounts used solely for employee payroll, payroll taxes and other wage and benefit payments to or for the benefit of the Borrower's employees and identified as such by the Borrower to the Bank.

(c) As and when instructed in writing by the Bank from time to time, at the Bank's election and in the Bank's sole and exclusive discretion (regardless of whether an Event of Default has occurred), the Borrower shall have any Account Obligor (and Custodian Institution, at deposited with the proceeds of accounts) to transfer payments in respect of the accounts to a safe deposit box established with the Bank or to transfer payments to a cash collateral account controlled by the Bank.

6.7 Financial Agreements.

(A)Adjusted fast ratio. Maintain an adjusted Quick Ratio of at least 1.20 to 1.0 at all times, tested on the last day of each month and calculated on a consolidated basis.

(B)Adjusted EBITDA. At all times, retain, for the twelve (12) month period ending on such date, Adjusted EBITDA, for testing on the last day of each calendar quarter, of at least: (i) negative Seven million five hundred thousand dollars (-$7,500,000, 00) for the twelve (12) month period ended December 31, 2016; (ii) negative six million five hundred thousand dollars (-$6,500,000.00) for the twelve (12) month period ended March 31, 2017; (iii) negative six million dollars (-$6,000,000.00) for the twelve (12) month period ended June 30, 2017; (iv) negative three million five hundred thousand dollars (-$3,500,000.00) for the twelve (12) month period ended September 30, 2017; and (v)Nil Dollars ($0.00) for the twelve (12) month period ended December 31, 2017.

11

6.8 Protection of Intellectual Property Rights.

(a) (i) protect, defend and maintain the validity and enforceability of intellectual property essential to the Borrower's business, except to the extent that the Bank provides its prior written consent or where the Borrower has a good faith and after consultation, its legal counsel determines that the foregoing is not in the best interests of the Borrower; (ii) to notify the Bank in writing immediately upon becoming aware of any material breach or other event which may reasonably be expected to materially and adversely affect the value of its intellectual property; and (iii) not allow any intellectual property material relating to the Borrower's business to be relinquished, forfeited or made available to the public without the Bank's written consent.

(b) give written notice to the Bank within ten (10) days of entering into or being bound by a limited license (other than freely available software that is commercially available). The Borrower must take such steps as the Bank reasonably requires to obtain the consent or waiver of any person whose consent or waiver is required in order for (i) any limited license to be considered "collateral" and for the Bank to have a security interest therein which may otherwise be restricted or prohibited by law or by the terms of any such limited license, whether now existing or hereafter entered into, and (ii) enable the Bank to dispose of all collateral in the event of a liquidation of such collateral in accordance with the Bank's rights and remedies under this Agreement and the other Loan Documents.

6.9 Litigation Cooperation. Provide the Bank with no cost to the Bank, the Borrower and its officers, employees and agents, and the books and records of the Borrower from the date of this Agreement and until the termination of this Agreement, to the extent that the Bank reasonably deems it necessary to take legal action or to pursue or defend any third-party proceedings instituted by or against the Bank in relation to Collateral or in relation to the Borrower.

6.10 access to collateral; books and records. Permit the Bank or its agents to inspect the Collateral and examine and copy the Borrower's books at reasonable times with three (3) Business Days' notice (unless notice is required where an Event of Default has occurred and is ongoing). Such inspections or audits shall not be conducted more frequently than twice every twelve (12) months unless a Default Event has occurred and is ongoing. The foregoing inspections and audits are the responsibility of the Borrower and the charge for them is One Thousand Dollars ($1,000.00) per person per day (or such higher amount as the Bank's then-current standard charge therefor). plus reasonable expenses. In the event that the Borrower and the Bank schedule an inspection more than ten (10) days in advance and the Borrower cancels the inspection or seeks a new appointment with written notice to the Bank less than ten (10) days, then (without limiting any of the Bank's rights or remedies), the Borrower will pay the Bank a fee of one thousand dollars ($1,000.00) plus all out-of-pocket expenses incurred by the Bank to reimburse the Bank for the anticipated costs and expenses of the cancellation or rescheduling.

6.11 Other Assurances. Execute any other instruments and take any other action if the Bank reasonably requires to perfect or continue the Bank's lien on the Collateral or to fulfill the purposes of this Agreement. Provide the Bank, within five (5) days of being sent or received, with copies of all correspondence, reports, documents and other filings with any governmental authority relating to compliance with or maintenance of any governmental approval or legal requirement or what may reasonably be the case is likely to have a material impact on any regulatory approval or otherwise on the business of the Borrower or any of its subsidiaries.

6.12 cleanup time. Repay all obligations related to advances to zero dollars ($0.00) for a period of five (5) consecutive days in the first quarter of each Borrower's fiscal year.

6.13 Post-Closing Requirements. Provide the Bank, in a form and content satisfactory to the Bank, (a) within thirty (30) days of the Effective Date, a supplement to the Borrower's property insurance policy naming the Bank as the payee for the Lender's loss in reference to each Borrower's leased premises and each location where the Borrower maintains assets with a third party, and (b) within forty-five (45) days of the Effective Date, a waiver in favor of Bank from Equinix together with the duly signed original signature to it.

7. NEGATIVE OBLIGATIONS

Until such time as the Loan Documents are terminated and all liabilities are repaid in full (except for incomplete indemnification obligations), the Borrower shall not do any of the following without the Bank's prior written consent:

12

7.1 dispositions.Transfer, sell, lease, transfer, assign or otherwise dispose of (transfer together) or permit any of its affiliates to transfer all or any part of its business or property except for transfers of (a) inventory in the ordinary course of business; (b) excess, worn or obsolete equipment which, in the reasonable judgment of the Borrower, is no longer economically practicable to maintain or is no longer useful in the normal course of business of the Borrower; (c) consisting of a permitted mortgage, permitted investment, permitted acquisition or permitted capital transaction; (d) through non-exclusive licenses to use the property of the Borrower or its affiliates in the ordinary course of business; (e) by lease or sublease of real property; (f) consists of the Borrower's use or transfer of money or cash equivalents in a manner not prohibited by the terms of this Agreement or the other Borrowing Document; (g) consisting of the sale of common stock by the Borrower, including but not limited to the sale or retirement of common stock to satisfy tax obligations related to the transfer of Restricted Stock Unit Awards, so long as such sale or retirement of common stock is not prohibited are Section 7.2 hereof; (h) among its subsidiaries or from a subsidiary to the Borrower; and (i) other assets with a fair market value not exceeding one hundred fifty thousand dollars ($150,000.00) on and after the Effective Date.

7.2 Changes in business, management, control or locations of business.(a) engage in, or permit any of their affiliates to engage in or be reasonably connected with, any business other than that currently engaged in by the Borrower and such Affiliate; (b) liquidate or dissolve; (c) the Bank fails to give notice within ten (10) days after such Key Person has left the Borrower that a Key Person is leaving the Borrower or terminating their employment with the Borrower; or (d) allow or suffer a change of control.

The Borrower shall not, without at least thirty (30) days prior written notice to the Bank: (1) add any new office or business location, including warehouses (unless such new office or business location is less than one hundred and fifty thousand dollars ($150,000.00 ) in the assets or property of the Borrower) or any portion of the Collateral the value of which, individually or in aggregate, exceeds one hundred and fifty thousand dollars ($150,000.00) to a custodian at a location other than a custodian and already at one location disclosed in the Perfection Certificate, (2) change its organizational jurisdiction, (3) change its organizational structure or type, (4) change its legal name, or (5) change an organization number (if any) governed by its jurisdiction was assigned organization. If the Borrower intends to deliver a portion of the Collateral in excess of one hundred and fifty thousand dollars ($150,000.00) individually or in aggregate to a custodian, and the Bank and such custodian are not already parties to a custodial agreement governing both Collateral and the location to whom the Borrower intends to deliver the Collateral, then the Borrower will first obtain the Bank's written consent and such custodian must sign and deliver a safekeeping agreement of a form and substance satisfactory to the Bank.

7.3 mergers or acquisitions.Merge or consolidate with any other person, or permit any of its affiliates to merge or consolidate, or acquire or permit any of their affiliates to acquire all or substantially all of the common stock or property of another person (including, without limitation, by forming a subsidiary), except for purchases or other acquisitions by the Borrower or a subsidiary of the Borrower of (x) the common stock of any person that will be a subsidiary after the consummation (including as a result of a merger or consolidation), or (y) all or Substantially all assets or assets constituting one or more business units of a person (each aEligible Purchase);providedthat in relation to any such purchase or other acquisition:.

(a) The newly formed or acquired subsidiary (or assets acquired in connection with a sale of assets) must (a) operate in the same or a related industry as that in which the Borrower operates at the date of this document, or (b) into a business that complements and furthers the line of business as carried on by the Borrower at the date of this Agreement;

(b) all transactions in connection with such purchase or acquisition must be consummated in all material respects in accordance with all legal requirements;

(c) no Borrower or Subsidiary shall assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation or other matters) arising out of or in connection with any such purchase or acquisition, then applicable at any such time purchase or acquisition could reasonably be expected to have a material adverse effect on the borrower's business;

13

(d) The Borrower must give the Bank at least ten (10) Business Days written notice of any such purchase or acquisition;

(e) The Borrower shall provide the Bank with a copy of any completed bill of sale or similar agreement relating to such purchase or acquisition as soon as practicable and in any event no later than five (5) Business Days after signature;

(f) (a) no Instance of Default shall have occurred and be in force immediately before and immediately after the effective date of any such purchase or other acquisition; (b) immediately after the effective date of such purchase or other acquisition and for the twelve (12) months following the consummation of any such purchase or acquisition on a pro forma basis, the Borrower and its Affiliates shall comply with the agreements set forth in Section 6.7 based on financial statements submitted to the Bank for at least five (5) business days prior to such purchase or other purchase made on a pro forma basis. result in such acquisition or other acquisition on a forma basis;

(g) no debt other than the Allowable Indebtedness is assumed or incurred in connection with such purchase or acquisition and no liens are assumed or incurred in connection with such purchase or acquisition other than the Allowed Liens;

(h) such purchase or acquisition shall not be objected to by the Board of Directors of the Target Company or the Vendor (as the case may be) or any equivalent governing body;

(i) (a) the total amount of consideration, including cash and the value of any consideration in kind (including any obligation to make deferred payment), for all such purchases or acquisitions shall not exceed twenty-five million dollars ($25,000,000.00) in any twelve month period and (b) the aggregate amount of cash consideration for all such purchases or acquisitions shall not exceed ten million dollars ($10,000,000.00) in any twelve month period;

(j) the assets to be purchased are located in the United States or any other jurisdiction acceptable to the Bank in its sole discretion;

(k) The Borrower must have delivered to the Bank at least five (5) Business Days prior to the date on which such purchase or other acquisition is to be consummated (or such later date as the Bank may agree in its sole discretion) , a certificate from a responsible officer of the Borrower, in a form and content reasonably satisfactory to the Bank, certifying that all the requirements set out in this definition have been or will be met at or before the completion of such purchase or other acquisition;

(l) Immediately after the effective date of such purchase or acquisition, the unencumbered and unencumbered cash and cash equivalents held by the Borrower and its subsidiaries with the Bank and the Bank's affiliates will be equal to or greater than fifteen million dollars ($15,000,000.00 $);

(m) such purchase or acquisition and the business or assets being acquired will be profitable in all material respects;

(n) the Borrower is a surviving entity after such purchase or acquisition; And

(o) Simultaneously with the completion of such transaction, if so required by the Bank in its sole discretion, any newly acquired and/or incorporated entity must concurrently with the completion of such transaction (or later if required by the Bank in its sole discretion agreed) shall be a “Borrower” under this Agreement and the other Loan Documents and shall be subject to all rights and obligations under this Agreement and the other Loan Documents and shall execute and deliver to the Bank an Agreement of Acceptance and such other documents and agreements as may be acceptable to the Bank Bank requested in connection with the aim of becoming a borrower and granting a lien in favor of the bank on the collateral.

The above definition of a permitted acquisition also applies to any acquisition of a business that would be a subsidiary if it were majority owned by the Borrower but is instead made as a minority investment by the Borrower.

14

A subsidiary may be merged or consolidated with another subsidiary or borrower, or its assets may be acquired by another subsidiary or borrower.

7.4 debt.Create, incur, assume or hold any indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

7.5 Burden.create, accrue, permit or suffer any lien on its property or assign or transfer any right to receive revenue, including the sale of accounts, or permit any of its affiliates to do so, save for any permitted lien security other than that granted herein are subject to a priority security interest, or enter into any agreement, document, deed or other arrangement (other than with or for the benefit of the Bank) with any person which directly or indirectly prohibits the Borrower or has the effect of prohibiting or preventing any Subsidiary from using any Intellectual Assign, encumber, pledge, grant or encumber any property of the Borrower or any Affiliate, save as otherwise permitted in each case in Section 7.1 and the definition of Permitted Liens herein.

7.6 Management of collateral accounts.maintain a Collateral Account except as provided in Section 6.6(b) of this Agreement.

7.7 distributions; investments.(a) pay dividends or make distributions or payments or redeem, redeem or purchase equity shares provided that the Borrower may (i) convert all of its convertible securities into other securities under the terms of such convertible securities or otherwise in exchange thereof (ii) dividends pay in common shares only; (iii) repurchase common stock unless an Event of Default exists at the time of such repurchase and would not exist after such repurchase is effective, provided that such repurchases do not exceed fifteen million dollars ($15,000,000.00) in aggregate.Minusthe amount of such repurchases made during the period from March 29, 2016 up to and including the date immediately prior to the Effective Date; and (iv) redeem all shares of the Borrower's common stock that might otherwise be issued upon conversion of a restricted stock unit award in order to satisfy any tax liability with respect to such restricted stock unit awards ((i) through (iv), in totalPermitted Capital Transactions); or (b) make, directly or indirectly, any investment other than a permitted investment or permitted acquisition (including without limitation the formation of a subsidiary), or permit any of its subsidiaries to do so.

7.8 Transactions with Affiliates.Directly or indirectly entering into or permitting any material transaction with any Affiliate of the Borrower on terms no less favorable to the Borrower than would be obtained on fair and reasonable terms, except for transactions that are consistent with the normal course of business of the Borrower an arm's length transaction with an unaffiliated person, noting that institutional venture capital shareholders and affiliates of the Borrower may provide equity and/or unsecured debt or equity financing (including convertible bonds) to the Borrower under the terms of this Agreement.

7.9 Subordinated Liabilities.(a) make or permit payment of any subordinated debt except under the terms of the subordination, creditor or similar agreement to which such subordinated debt is subject; or (b) amend any provision in any document relating to the subordinated debt which increase their amount, provide for earlier or greater payments of principal, interest or other payments thereon, or adversely affect their subordination to liabilities to the Bank.

7.10 Observance.Become an "investment company" or a company controlled by an "investment company" under the Investment Company Act 1940, as amended, or undertake as one of its important activities the provision of credit to buy or hold margin -Use stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System) or the proceeds of a credit extension for this purpose; (a) failing to meet the Minimum Funding Requirements of ERISA, (b) permitting the occurrence of a Reportable Event or a Prohibited Transaction as defined in ERISA, or (c) the occurrence of the Federal Fair Labor Standards Act failing to comply with any of the provisions set forth in clauses (a ) to (c) that may reasonably be expected to have a material adverse effect on the Borrower's business; or violate any other law or regulation if the violation could reasonably be expected to have, or permit one of its affiliates to do so, a material adverse effect on the Borrower's business; withdraw an existing pension, profit-sharing or deferred compensation plan or permit an affiliate to withdraw from participation, permit a partial or complete termination or permit the occurrence of any other event with respect to an existing pension, profit-sharing or deferred compensation plan; which could reasonably be expected to give rise to liability on the part of the borrower, including any liability to the Pension Benefit Guaranty Corporation or its assigns or any other governmental agency.

15

7.11 TVN Acquisition Payments. Payments related to or related to the acquisition of The Video Network Pty Ltd. made or authorized by the Borrower, excluding earn-out payments and milestone payments made after the Effective Date, up to a maximum aggregate amount of seven million Australian dollars (AU$7,000,000.00). ) at any time (theAllowed TVN Acquisition Payments)(provided that such payments cannot be made to The Video Network Pty Ltd. where an Event of Default has occurred and is ongoing).

7.12 go private. Take or consent to the taking of any action or transaction, or any series of related actions or transactions, that would result or could foreseeably result in the Borrower becoming “private”, including, but not limited to, one or more of the following actions or Transactions: (a) repurchase all outstanding shares of the Borrower from the holder or holders thereof, except as otherwise permitted herein; (b) Consent to the purchase by any person (including, but not limited to, pursuant to a tender offer) of outstanding shares in the Borrower for the purpose announced or which the Borrower knows or ought to know could result in the privatization of the Borrower ; (c) terminate the registration of the Borrower's securities under the Exchange Act, whether by filing a Form15 or otherwise; (d) cease filing with the Securities and Exchange Commission any reports required under Section 13 or Section 15(d) of the Exchange Act; or (e) delist, dequalify or deregister the securities of the Borrower from any securities exchange or market on which they are or may be listed, qualify or be registered for trading, or cease or fail to file in a timely manner File any exchange or market with any or all reports required by FINRA or any other regulation of such exchange or market.

8. DELAY EVENTS

Each of the following cases constitutes a default event (aevent of default) under this Agreement:

8.1 late payment. The Borrower (a) fails to make any payment of principal or interest for any Extension of Credit when it falls due, or (b) fails to pay any other obligations within three (3) business days after such obligations become due and payable (which is three (3) business days of The Grace Period). does not apply to payments due on the Revolving Line Due Date). During the Grace Period, failure to make or pay any payment specified in clause (b) will not constitute an Event of Default (but no extension of credit will occur during the Grace Period);

8.2 default of contract.

(a) the Borrower fails or neglects to perform any obligation in Sections 6.2, 6.4, 6.5, 6.6, 6.7, 6.8(b), 6.10, 6.12 or 6.13 or breaches any covenant in Section 7; or

(b) the Borrower fails or neglects to perform, comply with or comply with any term, provision, condition, representation or agreement contained in this Agreement or any Loan Documents and in respect of any failure (other than those set out in this Section 8) under any other clause, provision, condition, undertaking or agreement which may be remedied, the default has not been cured within ten (10) days of its occurrence; provided, however, that if the default by its nature cannot be remedied within the ten (10) day period or after diligent efforts by the borrower cannot be remedied within such ten (10) day period, and such default is likely to be within a more reasonable time, then the Borrower shall have an additional period (which shall in no event exceed thirty (30) days) to attempt to remedy such default and within such reasonable period of time failure to remedy the default shall not be deemed an event of default (but no credit extensions will be made during this grace period). The healing periods provided for in this Section shall not apply to any financial or other representation set forth in clause (a) above;

8.3 Intentionally omitted.

8.4 Attachment; raise; Business Restriction.

(a) (i) The process service aimed at pledging, through a trustee or similar process, funds of the Borrower or any entity under the control of the Borrower (including any subsidiary) which deposits with the Bank or an affiliate of the Bank or (ii) a notice of a lien or charge against the property of the Borrower is filed by a governmental authority and such notice is not given within ten (10) days of its occurrence pursuant to any of sub-clauses (i) or (ii) hereof , released or withheld (whether by posting bail or otherwise); provided however that no credit extensions are made during a ten (10) day short period; or

16

(b) (i) a substantial part of the Borrower's property is garnished, seized, levied or comes into the possession of a trustee or receiver, or (ii) a court order directs, restricts or prevents the Borrower from conducting all or any substantial part of its business ;

8.5 insolvency. (a) the Borrower is unable to pay its debts (including commercial debts) when due or otherwise becomes insolvent; (b) the Borrower enters into bankruptcy proceedings; or (c) bankruptcy proceedings are instituted against the Borrower and are not dismissed or stayed within thirty (30) days (but no extensions of credit will be made so long as any of the conditions set out in clause (a) exist and/or until bankruptcy proceedings are instituted). fire);

8.6 other agreements. Under any agreement to which the Borrower is a party with a third party (a) there is a default which gives rise to a right of that third party or third parties, whether exercised or not, to accelerate the maturity of a debt in a specified amount over one hundred thousand dollars ($100,000.00) individually or in aggregate; or (b) any breach or default by the Borrower the outcome of which could have a material adverse effect on the Borrower's business;

8.7 judgments; Punish. One or more fines, penalties, or final judgments, orders, or orders for the payment of money, individually or collectively, at least one hundred thousand dollars ($100,000.00) (not covered by independent liability insurance). liability accepted by such insurance carrier) by any governmental authority to the Borrower and such shall not be discharged, satisfied or paid within ten (10) days of the registration, assessment or issuance thereof or suspended, suspended or bound after the execution thereof , or such judgments will not be vacated prior to the expiration of such suspension (provided that no extensions of credit are made prior to the satisfaction, payment, discharge, suspension or binding of such fine, penalty, judgment, order or decree);

8.8 Incorrect information. The Borrower, or any person acting on behalf of the Borrower, makes any representation, warranty or other representation, now or hereafter, in this Agreement, in any Loan Document or in any writing served on the Bank, or in order to cause the Bank to to enter into any contract or loan document and any such representation, guarantee or other statement, if made, is false in any material respect;

8.9 Subordinated Liabilities. Any document, instrument or agreement establishing the subordination of any subordinated debt shall be revoked or voided or otherwise cease to have full force and effect for any reason, any person breaches or in any way contests the validity or enforceability thereof or denies, that it has any further liability or obligation hereunder, or the obligations for any reason do not have the priority provided for in this Agreement in relation to such subordinated liabilities; or

8.10 Government Permits. Any regulatory approval must be (a) revoked, rescinded, suspended, adversely modified, or not renewed for a full term in the normal course of time, or (b) subject to a decision by a governmental agency directing a hearing with respect to all requests for renewal of any such governmental approval or which may result in the governmental authority taking any of the actions described in clause (a) above, and such decisions or such revocation, cancellation, suspension, modification or non-renewal as described in clauses (a) or (b) either (i) has caused or could reasonably be expected to have a material adverse effect on the business of the Borrower, or (ii) the legal qualification of the Borrower or any of its subsidiaries to hold adversely affects such regulatory approval in any applicable jurisdiction and a such revocation, revocation, suspension, modification or non-renewal could reasonably affect the status or legal qualification of the Borrower or any of its affiliates to hold a regulatory permit in another jurisdiction.

9. BANK'S RIGHTS AND REMEDIES

9.1 Rights and Remedies. Upon the occurrence and during the persistence of an Event of Default, the Bank may, without notice or prompt, take any or all of the following actions:

17

(a) declare all liabilities immediately due and payable (but if an Event of Default described in clause 8.5 occurs, all liabilities will be immediately due and payable without the Bank taking any action);

(b) cease making money or extending credit to the Borrower under this Agreement or any other agreement between the Borrower and the Bank;

(c) require the Borrower to (i) deposit cash with the Bank equal to (x) one hundred five percent (105.0%) of the dollar equivalent of the aggregate principal amount of all undrawn dollar denominated letters of credit; and (y) one hundred ten percent (110.0%) of the dollar equivalent of the aggregate principal amount of all foreign currency Letters of Credit that have not been drawn (plus all interest, charges and costs that are or will be due). due in connection therewith (as estimated by the Bank in its good commercial judgment)) to secure all obligations in connection with such Letters of Credit as security for the repayment of future drawings under such Letters of Credit and the Borrower shall promptly pay such amounts and pay and (ii) prepay all Letter of Credit fees payable or payable during the remainder of the term of any Letter of Credit;

(d) terminate all FX Contracts;

(e) verify the amounts of Accounts and General Intangibles representing Collateral, demand payment and performance and collect all Accounts and General Intangibles, disputes and claims directly with Account Debtors for amounts on terms and in any order that the Bank for advise, arbitrate or regulate and notify any person who owes money to the Borrower or the Bank's security interest in such money;

(f) make any payment and take any action it deems necessary or appropriate to protect the Collateral and/or its security interest in the Collateral. The Borrower collects the Collateral when requested by the Bank and makes it available as determined by the Bank. The Bank may enter any premises where the Collateral is held, take possession of and retain any part of the Collateral and pay, purchase, contest or compromise any lien which appears to be paramount or subordinate to its security interest and pay any costs incurred. The Borrower grants the Bank a license to enter and occupy its premises free of charge in order to exercise any right or remedy of the Bank;

(g) the Obligations shall apply to (i) any balances and deposits held by the Borrower or (ii) any amounts held by the Bank under or for the Borrower's loan or account;

(h) dispatch, reclaim, recover, store, complete, maintain, repair, prepare for sale, advertise for sale and sell the Collateral. The Bank is hereby granted a non-exclusive, royalty-free license or other right to use, free of charge, any label, patent, copyright, mask work, right to use names, trade secrets, trade names, trademarks and publicity material or similar property relating to the Collateral at the completion of production, sales promotion and sale of collateral and, in connection with the exercise of the Bank's rights under this Section, the Borrower's rights under all licenses and all franchise agreements accrue to the Bank;

(i) place a “hold” on any account held with the Bank and/or transmit any notice of exclusive control, power of attorney or other instruction or instruction pursuant to any control arrangement or similar arrangement providing for control of Collateral;

(j) claim and take possession of the borrower's books; And

(k) exercise all rights and remedies available to the Bank under the Loan Documents or at law or in equity, including any remedies provided for under the Code (including realizing the Collateral in accordance with its terms).

9.2 Power of attorney. The Borrower hereby irrevocably appoints the Bank as its legal officer, exercisable upon the occurrence and persistence of an Event of Default, to: (a) endorse the Borrower's name on any check or other form of payment or security; (b) sign the Borrower's name on an invoice or bill of lading for an account or bill of exchange against an account debtor; (c) resolve and settle disputes and claims relating to the Accounts directly with Account Debtors, for such amounts and terms as the Bank deems appropriate; (d) establish, settle and adjust all claims under the Borrower's insurance policies; (e) pay, contest or settle any liens, encumbrances, encumbrances, security interests and adverse claims on or to the Collateral or any judgment based thereon, or otherwise take any action to terminate or settle the same; and (f) transfer the Collateral in the name of the Bank or a third party where permitted by the Code. The Borrower hereby appoints the Bank as its lawful officer to sign the Borrower's name on all documents necessary to perfect or continue the Bank's security interest in the Collateral, whether or not an Event of Default has occurred, until all Obligations met are fully met and the Bank is no longer obligated to extend credit hereunder. The foregoing appointment of the Bank as Counsel to the Borrower and all of the Bank's rights and powers in connection with any interest are irrevocable until all obligations have been fully repaid and discharged and the Bank's obligation to provide Extensions of Credit terminates.

18

9.3 protection payments. If the Borrower fails to take out, or pay a premium for, the insurance required by Section 6.5, or fails to pay any other amount that the Borrower is required to pay under this Agreement or any other Loan Document or that may be required to store the Collateral, the Bank may take out any such insurance or make any such payment and all sums so paid by the Bank shall be bank charges and shall be due and payable immediately, with interest at the then highest rate applicable to the liability and secured by the Collateral. The Bank will use reasonable efforts to provide the Borrower with notice of the taking out of such insurance at the time of taking out or within a reasonable time thereafter. Payments by the Bank shall not be deemed an agreement to make similar payments in the future or a waiver by the Bank of any Event of Default.

9.4 Application of Payments and Proceeds in Case of Default. If an event of default has occurred and is ongoing, the Bank has the right to use any funds in its possession in any order, whether from Borrower account balances, payments, proceeds arising as a result of any confiscation of accounts or other disposition of the Bank realized collateral or otherwise for the obligations. The Bank will pay any excess to the Borrower by crediting it to the designated deposit account or to other persons who are legally entitled to do so; The borrower remains liable to the bank for any shortcomings. If, in a sale of collateral, the Bank directly or indirectly enters into a deferred payment or other credit transaction with a buyer, the Bank has the option, exercisable at any time, either to reduce the liability by the principal amount of the purchase price or to defer the reduction of the liability until the actual Receipt of cash at the bank.

9.5 Bank liability for collateral. So long as the Bank complies with good banking practice in respect of the safekeeping of the Collateral owned or controlled by the Bank, the Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) loss of or damage to the Collateral; (c) any impairment of the Collateral; or (d) any act or omission of any freight forwarder, warehouse keeper, custodian or other person. The Borrower bears the entire risk of loss, damage or destruction of the Collateral.

9.6 No Waiver; Cure cumulative. The failure of the Bank to require the Borrower to strictly perform any provision of this Agreement or any other Loan Document at any time or times shall not waive, affect or subsequently diminish the Bank's right to strict performance and compliance with any such or any terms demand . No waiver hereunder will be effective unless signed by the party granting the waiver, and then will be effective only for the specific instance and purpose for which it was given. The Bank's rights and remedies under this Agreement and the other Loan Documents are cumulative. The Bank has all rights and remedies provided for under the Code, the law or equity. The Bank's exercise of any right or remedy shall not be an election and shall not preclude the Bank from exercising any other remedy under this Agreement or any other remedy available at statute or in equity, and the Bank's waiver of an Event of Default shall not be permanent waiver. The Bank's delay in exercising any remedy is not a waiver, election or acquiescence.

9.7 waiver of claims. The Borrower waives any claim, notice of default or default, notice of payment and non-payment, notice of default, non-payment when due, release, settlement, settlement, extension or renewal of any account, document, instrument, security and guarantee from the Bank for which the Borrower is liable.

10. HINTS

All notices, consents, requests, approvals, demands or other communications from parties to this Agreement or any other Loan document must be in writing and be deemed validly served, granted or served: (a) the earlier of actual receipt and three (3) business days after the Deposit in the US Mail, first class registered or certified return receipt with proper postage prepaid; (b) in transmission if sent by email or facsimile; (c) one (1) business day after deposit with a reputable overnight courier with prepaid charges; or (d) upon delivery, if delivered personally by courier, all addressed to the party to be notified and sent to the address, fax number, or email address set forth below. The Bank or the Borrower may change its postal or email address or fax number by notifying the other party in writing in accordance with the terms of this Section 10.

19

11. CHOICE OF LAW, JURISDICTION AND JURY TRIAL WAIVER

Except as expressly provided in the Loan Documents, the Loan Documents shall govern without regard to conflict of laws principles of New York law. Borrower and Bank each submit to the exclusive jurisdiction of the state and federal courts located in New York, New York; provided, however, that nothing in this Agreement shall be construed as preventing the Bank from bringing any action or any other legal action in any other jurisdiction to enforce the Collateral or any other security for the Obligations or any judgment or otherwise Court to enforce order in favor of the bank. The Borrower expressly submits and consents in advance to such jurisdiction in any action or judicial proceeding instituted in any such court, and the Borrower hereby waives any objection it may have as a result of lack of personal jurisdiction, inappropriate forum or forum non conveniens could, and hereby consents to such legal or equitable relief as may be deemed appropriate by such court. The Borrower hereby waives service in person of the subpoenas, grievances and other proceedings issued in any such suit or suit and agrees that service of such subpoenas, grievances and other proceedings may be by registered or registered mail to the Borrower at the in specified address, or subsequently performed by the Borrower in accordance with Section 10 of this Agreement, and such service so performed shall be deemed completed, whichever is earlier, when actually received by the Borrower or three (3) days after it is deposited in the US Mail, postage paid, prepaid.

BORROWER AND BANK WAIVE THEIR RIGHT TO A JURY TRIAL OVER ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT, THE LOAN DOCUMENTS, OR ANY PROPOSED TRANSACTION, INCLUDING, INCLUDING CONTRACT, TORT, BREACH OF OBLIGATION AND ANY OTHER CLAIM. THIS WAIVER IS A SIGNIFICANT INCENTIVE FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH THEIR ATTORNEY.

20

This Section 11 survives the termination of this Agreement.

12. GENERAL PROVISIONS

12.1 Termination prior to the Revolving Line Maturity Date; Survive. All representations, representations and warranties made in this Agreement shall remain in full force and effect in accordance with its terms until this Agreement is in accordance with its terms and all obligations (except for initial indemnification obligations and other obligations which survive under its terms shall) has been terminated termination of this agreement) have been fulfilled. So long as the Borrower has performed the Obligations (other than any incomplete indemnity obligations and other obligations which, by their terms, are intended to survive termination of this Agreement), this Agreement may be terminated by the Borrower prior to the Revolving Facility Maturity Date, effective three (3) ) business days after written notice of termination to the Bank. Those obligations expressly stated in this Agreement as exceeding termination of this Agreement will survive termination of this Agreement.

12.2 Successors and Assignees. This Agreement is binding and accrues to each party's successors and permitted assigns. The Borrower may not assign this Agreement or any right or obligation hereunder without the Bank's prior written consent (which may be given or withheld at the Bank's discretion). The Bank shall have the right, without the consent or notice of the Borrower, to sell, transfer, assign, negotiate, or grant any interest in any of the Bank's obligations, rights and benefits under this Agreement, in whole or in part, or in any form whatsoever and the others loan documents.

12.3 Damage payment.The Borrower agrees that the Bank and its directors, officers, employees, agents, attorneys or any other person associated with or representing the Bank (each aexempt person) indemnified against: (i) all obligations, demands, claims and liabilities (collectivelyExpectations) asserted or asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (ii) any loss or expense (including Bank Expenses) suffered, incurred or paid in any way by such Released Person as a result of transactions between the Bank and the Borrower relating to the Loan Documents (including reasonable attorneys' fees and costs) , except for claims and/or losses directly caused by the gross negligence or willful misconduct of that Released Person.

This Section 12.3 will survive until the expiry of any statute of limitations in relation to the claims, losses and expenses for which indemnification is being made.

12.4 time of essence. Time is of the essence in fulfilling all obligations in this contract.

12.5 Severability Clause. Each provision of this Agreement shall be severable from any other provision in determining the enforceability of any provision.

12.6 Correction of loan documents. The bank can correct patent errors and fill in gaps in the loan documents as agreed by the parties.

12.7 Written Amendments; waiver; integration. No purported alteration or modification of any Loan Document, or waiver, discharge or termination of any obligation under any Loan Document shall be enforceable or permissible except and only to the extent expressly provided in a letter signed by the party against whom enforcement is directed is determined or approval is applied for. Without limiting the generality of the foregoing, no oral promises or representations, nor any action, omission, delay, failure to require performance or conduct, shall be deemed or evidence, any modification, amendment, waiver or otherwise affect this Loan Document. Any waiver granted is limited to the specific circumstance expressly described therein and shall not apply to any subsequent or different circumstance, whether similar or dissimilar, and shall not create or demonstrate any obligation or undertaking to grant any further waiver. The Loan Documents constitute the entire agreement on this subject matter and supersede any prior negotiation or agreement. All prior understandings, understandings, representations, warranties and negotiations between the parties relating to the subject matter of the Loan Documents are summarized in the Loan Documents.

21

12.8 counterparts. This Agreement may be executed in any number of copies and by different parties on separate copies, each of which, when executed and delivered, is an original and all together constitute an Agreement.

12.9 confidentiality. In handling Confidential Information, the Bank applies the same level of care that it applies to its own proprietary information, but disclosures of information may be made: (a) to the Bank's subsidiaries or affiliates (which are bound by the terms of are common to this Section 12.9) (these subsidiaries and affiliates, together with the Bankbank units); (b) to prospective transferees or purchasers interested in the Credit Extensions (provided that the Bank will use its best efforts to obtain the consent of all potential transferees or purchasers to the terms of this provision); (c)as required by law, regulation, subpoena or other order; (d) to the Bank's regulatory authorities or as otherwise required in connection with the Bank's audit or audit; (e) as the Bank reasonably deems appropriate in exercising any remedy under the Loan Documents; and (f) to external service providers of the Bank, so long as these service providers have entered into a confidentiality agreement with the Bank, the terms of which are no less restrictive than those contained herein. Confidential Information does not include information which is either: (i) publicly available or owned by the Bank when disclosed to the Bank, or becomes part of the public (other than as a result of its disclosure by the Bank in breach of these Regulations). agreement) after disclosure to the bank; or (ii) is disclosed to the Bank by a third party where the Bank is unaware that the third party is prohibited from disclosing the information.

Banking entities may use anonymous forms of confidential information for aggregated records, for analysis or reporting, and for any other purpose not expressly prohibited in writing by the borrower. The provisions of the immediately preceding sentence shall survive the termination of this Agreement.

12.10 right of set-off.The Borrower hereby grants to the Bank a lien, security right and right of set-off as security for all liabilities to the Bank now or hereafter arising out of and against all deposits, loans, securities and property now or hereafter in its possession, Custody or control of the Bank or any entity under the control of the Bank (including any subsidiary of the Bank) or en route to any of them. The Bank may, at any time after the occurrence and during the persistence of an Event of Default, without reminder or notice, set off and apply any of these or any part thereof to any liability or obligation of the Borrower, even if not yet due, and notwithstanding the adequacy of any other collateral held by the secure obligations. ANY AND ALL RIGHTS TO REQUIRE THE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO OTHER COLLATERAL SECURING THE OBLIGATIONS BEFORE YOU EXERCISE YOUR RIGHT TO OFFSET IN RESPECT OF SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER ARE KNOWN HEREBY , VOLUNTARILY AND IRREVOCABLY WAIVED.

12.11 Electronic execution of documents. The words "execution", "signed", "signature" and words of similar import in any Loan Document shall be deemed electronic signatures or record keeping in electronic form, each having the same legal effect, validity and enforceability as a manually executed signature or the Use of a paper-based system of record, as the case may be, to the extent and as provided for by applicable law, including but not limited to all state laws based on the Uniform Electronic Transactions Act.

12.12 captions. The headings used in this Agreement are for convenience only and do not affect the interpretation of this Agreement.

12.13 contract construction. The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases of doubt, this agreement shall be interpreted regardless of which of the parties caused the uncertainty.

12.14 Relationship. The relationship of the parties to this contract is exclusively determined by the provisions of this contract. The parties do not intend to create an agency, partnership, joint venture, fiduciary, trustee or other relationship with duties or occurrences that differ from those of the parties to an arm's length contract.

12.15 Third. Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefit, right or remedy under or by virtue of this Agreement to any person other than the express parties and their respective permitted successors and assigns; (b) release or relieve the obligation or liability of any person who is not an express party to this Agreement; or (c) grant any person who is not an express party to this Agreement any right of assignment or action against any party to this Agreement.

22

12.16 Amended and Restated Agreement. This Agreement amends and restates in its entirety and supersedes the previous Loan Agreement. This Agreement is not intended to renew the Prior Loan Agreement and the Borrower reconfirms that the existing Security Interest created by the Prior Loan Agreement is and will remain in full force.

13. THE DEFINITION

13.1 The definition. As used in the Loan Documents, the word "shall" is mandatory, the word "may" is permitted, the word "or" is non-exclusive, the words "includes" and "includes" are non-limiting, the singular includes the plural, and numbers denoting amounts in parentheses after the $ (ie, $(12,345)) are negative. As used in this Agreement, the following capitalized terms have the following meanings:

“Accountmeans each Account as defined in the Code, with such additions to such terms as may be made hereinafter, and includes, without limitation, all receivables and other amounts owed to the Borrower.

“account debtoreach Account Debtor is as defined in the Code, with such additions to such terms as may be made below.

“Adjusted EBITDAfor each period means, calculated on a consolidated basis in respect of the Borrower and its subsidiaries, the sum, without duplication, of the amounts for that period of (a) net income, plus (b) to the extent included in the calculation of net income, (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization expense, (iv) non-cash stock-based compensation expense, (v) earn-out payments related to Borrower's acquisition of The Video Network Pty Ltd. in an aggregate amount not exceeding three million six hundred thousand dollars ($3,600,000.00) in any twelve (12) month period; and (vi) excluding duplication of (i) through (v) above, other add-backs required by the be approved by the Bank on a case-by-case basis at its sole discretion.

“Adjusted fast ratiois the ratio of (a) current assets to (b) current liabilities less the current portion of deferred income, as calculated on a consolidated basis for the borrower and its subsidiaries.

“Advance paymentorprogressmeans a Revolving Credit Loan (or Revolving Credit Loans) under the Revolving Line.

“Affiliatemeans, in relation to a person, any other person who directly or indirectly owns or controls the person, any person who controls, is controlled by, or is under common control with the person, and each of that person's officers, directors, Affiliates and, for any person who is a limited liability company, that person's officers and members.

“agreementis defined in the preamble hereof.

“Authorized Signermeans any person named in the Borrower's Loan Order who is authorized to execute the Loan Documents, including any loan extension requests, on the Borrower's behalf.

“availability amountis (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base less (b) the aggregate dollar equivalent of the principal amount of all outstanding Letters of Credit (including drawn but unredeemed Letters of Credit). of the Letter of Credit) plus an amount equal to the Reserve of the Letter of Credit, less (c) the FX Reduction Amount, less (d) any amounts used for Cash Management Services, less (e) the outstanding principal balance of any Advances.

“Bankis defined in the preamble hereof.

“bank unitsis defined in Section 12.9.

23

“bank chargesare all audit fees and expenses, costs and expenses (including reasonable attorneys' fees and expenses) of preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including but not limited to those incurred in connection with any appeals or bankruptcy proceedings) or otherwise arose in relation to the Borrower.

“Planksmeans the Board of Directors of the Borrower.

“borroweris defined in the preamble hereof.

“Borrower's booksmeans all of the Borrower's books and records, including ledgers, federal and state tax returns, records of the Borrower's assets or liabilities, collateral, business operations or financial condition, and any computer programs or memory or devices containing such information.

“loan dealis eighty percent (80.0%) of the eligible accounts, as reasonably determined by the Bank based on the most recent Borrower Base Certificate; provided, however, that the Bank has the right to reduce the aforesaid percentage in its good faith business judgment to mitigate the impact of any event, condition, uncertainty or risk that may adversely affect the Collateral or its value.

“Borrow basic certificateis this particular certificate in the form attached asexhibitionB.

“credit base reportis defined in Section 6.2(a).

“Borrowing Resolutionsin relation to a person, means those resolutions adopted by that person's board of directors (and, if required under the terms of that person's operating documents, shareholders) and submitted by that person to the Bank for approval of the Loan Documents of which that person is a party, and the transactions contemplated therewith, together with a certificate issued by his secretary on behalf of that person, certifying that (a) that person is authorized to execute, deliver and perform his obligations under any of the Loan Documents to which he is a party , (b) accompanying as part of or as an annex to any such Certificate is a true, accurate and complete copy of the Orders then in full force and effect governing the enforcement, service, and execution of the Loan Documents , in which it has an interest, by that person, (c) the name of the person(s) authorized to execute the loan documents, including a credit extension application, on that person's behalf, together with a specimen authentic signature( en) that person(s); and (d) that the Bank may ultimately rely on that Certificate unless and until that person has provided the Bank with a further Certificate canceling or amending that previous Certificate.

“business daymeans any day that is not a Saturday, Sunday or a day on which the Bank is closed and where a provision of a "Business Day" relates to an FX Contract, the term "Business Day" means a day on which transactions are effected will be made in the settlement country of the foreign currency.

“cash equivalentsMeans (a) marketable direct debt securities issued or unconditionally guaranteed by the United States or any agency or state thereof and having a maturity not exceeding one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after issue and having the highest rating from Standard&Poor's Ratings Group or Moody's Investors Service, Inc.; and (c) certificates of deposit issued by the Bank with a maturity not exceeding one (1) year after issuance and (d) money market funds offered by the Bank or its affiliates.

“Cash-Management-Servicesis defined in Section 2.1.4.

“change of controlmeans (a) that any person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) at any time may or may acquire rights (whether by warrants, options or otherwise) to directly or indirectly become the beneficial owner (as defined in Rules 13(d)-3 and 13(d)-5 of the Exchange Act) of forty-nine percent (49.0%) or more of the ordinary voting rights for the election of the Borrower's directors (determined on a fully diluted basis), except through the sale of stock of the Borrower in a public offering or to venture capital or private equity investors, so long as the Borrower identifies that the venture capital or private equity investor is at least seven (7th ) business days prior to the completion of the transaction and provide the Bank with a description of the main terms of the transaction; (b) for a period of twelve (12) consecutive months, the majority of the members of the Borrower's board or other equivalent governing body shall cease to be composed of persons (i) the members of such board or equivalent governing body were on the first day thereof Period, (ii) whose election or nomination to such Board or equivalent governing body has been approved by the persons referred to in paragraph (i) above forming at least a majority of such Board or equivalent governing body at the time of such election or nomination, or (iii ) whose election or nomination to that Board or other equivalent governing body has been approved by the persons referred to in paragraphs (i) and (ii) above, being at least a majority of them at the time of such election or nomination on that Board or equivalent governing body; or (c) the Borrower ceases at any time to demonstrably and beneficially own and control, directly or indirectly, one hundred percent (100.0%) of each class of the outstanding common stock of each subsidiary of the Borrower free from all liens (other than liens created by this Agreement), excluding subsidiaries acquired as part of, or as a result of, joint ventures permitted under subsection (j) of the definition of permitted investments.

24

“Expectationsis defined in Section 12.3.

“Codeis the Uniform Commercial Code as enacted and in effect in New York State from time to time; to the extent that the Code is used to define a term herein or in any Loan Document and that term is defined differently in different articles or sections of the Code, the definition of that term in Article or Section 9 shall apply; provided further that in the event that, by virtue of any mandatory statute, the attachment, perfection or priority or remedy with respect to the Bank's lien on any Collateral shall be governed in whole or in part by the Uniform Commercial Code in any jurisdiction other than the State of New York the ExpressionCodemeans the Uniform Commercial Code as enacted and in force in such other jurisdiction solely for the purposes of the provisions contained therein in relation to such attachment, perfection, priority or remedy and for the purposes of the definitions relating to such provisions.

“Securityare all of the Borrower's title, rights and assets described onExhibit A.

“collateral accountis a deposit account, securities account or commodity account.

“goods accountmeans any commodity account as defined in the Code with such additions to such terms as may be made below.

“Certificate of Conformityis this particular certificate in the form attached asExhibitionC.

“contingent liabilitymeans for any person any direct or indirect liability, conditional or not, of that person for (a) debts, leases, dividends, letters of credit or other obligations of another, such as B. any obligation, in any event guaranteed, endorsed, co-manufactured, discounted or sold with recourse, directly or indirectly by that person, or for which that person is directly or indirectly liable; (b) all obligations for undrawn letters of credit for the account of that person; and (c) any obligations under interest rate, currency or commodity swap agreements, interest rate cap or collar agreements, or any other agreement or arrangement designed to protect any person from fluctuations in interest rates, foreign exchange rates or commodity prices; but contingent liability does not include endorsements in the ordinary course of business. The amount of a contingent liability is the stated or specified amount of the principal obligation for which the contingent liability is incurred or, if not determinable, the maximum liability reasonably expected by the person in good faith; however, the amount may not exceed the maximum amount of commitments under guarantees or other support arrangements.

“domination agreementmeans any control agreement between the custodian with which the Borrower maintains a deposit account, or the securities broker or commodity broker with which the Borrower maintains a securities account or commodity account, the Borrower and the Bank under which the Bank obtains control (within the meaning of the Code) via such deposit account, securities account or commodity account.

“copyrightsare all copyrights, copyright notices, copyright registrations and similar proprietary rights in any work of authorship and derivative work, whether published or unpublished, and whether or not it also constitutes a trade secret.

25

“credit extensionis an advance, excess, letter of credit, foreign exchange contract, amount used for cash management services, or other extension of credit by the bank in favor of the borrower.

“Current Liabilitiesare all obligations and liabilities of the Borrower and its affiliates to the Bank, plus, without duplication, the aggregate amount of the total liabilities of the Borrower and its affiliates maturing within one (1) year.

“standard setis defined in Section 2.3(b).

“Deferred Revenueare all amounts received or invoiced prior to contract performance that have not yet been recognized as revenue.

“deposit accountmeans any deposit account as defined in the Code, with the additions to such terms as may be made below.

“Fixed Deposit Accountis the dollar-denominated multi-currency account, account number ending in 359 (last three digits), held by the borrower at the bank.

“Dollar,” “Dollaror use of the sign$Means lawful United States money only and no other currency, whether or not such currency uses the $ character to denote its currency or is readily convertible to lawful United States money.

“dollar equivalentat all times (a) in respect of any dollar denominated amount, that amount and (b) in respect of any foreign currency denominated amount, the dollar equivalent thereto as determined by the Bank at that time on the basis of the then prevailing Exchange rate in San Francisco, California for the sale of foreign currency for transfer to the country that issues that foreign currency.

“Effective Dateis defined in the preamble hereof.

“Eligible Accountsmeans Accounts that arise in the ordinary course of business of the Borrower and satisfy all of the Borrower's representations and warranties in Section 5.3. The Bank reserves the right, at any time after the Effective Date, to amend any of the criteria listed below and to establish new criteria based on its good faith commercial judgment. Unless the Bank agrees otherwise in writing, eligible accounts are not:

(a) accounts where the obligor is an affiliate, officer, employee, or agent of the borrower;

(b) Accounts that the Account Debtor has not paid within one hundred and twenty (120) days of the invoice date, regardless of the invoice payment terms;

(c) Accounts with balances greater than one hundred and twenty (120) days from the invoice date;

(d) claims of a debtor if fifty percent (50%) or more of that debtor's claims have not been paid within one hundred and twenty (120) days of the invoice date;

(e) a claim by an account debtor that is not a principal place of business in the United States, Canada, France, Germany, Italy, Japan or the United Kingdom;

(f) accounts billed to and/or payable to the Borrower outside the United States (sometimes referred to as foreign billing accounts);

(g) Claims of an Account Debtor to the extent that the Borrower is indebted or owed to the Account Debtor (whether creditor, lessor, supplier or otherwise – sometimes referred to as “counteraccounts”, liabilities, customer deposits or credit accounts) (but only in the the extent of such credits, adjustments and/or rebates granted by the Borrower to an Account Debtor in the ordinary course of business);

26

(h) Accounts owed by an Account Borrower that is a U.S. government agency or department, agency, or agency thereof, unless the Borrower has assigned its payment rights to the Bank and the assignment has been made pursuant to the Federal Assignment of Claims Act 1940, as amended;

(i) accounts for demonstration or promotional equipment or in which goods are shipped or sold under a "guaranteed sale", "sale or return", "sale on license" or other terms where payment by the account debtor may be subject to conditions;

(j) Claims against an Account Debtor where goods or services have not yet been rendered to the Account Debtor (sometimes referred to as memo statements or advance statements);

(k) Accounts subject to contractual arrangements between the Borrower and an Account Obligor where payments are scheduled or due in accordance with any closing or compliance requirements, where the Account Obligor has a right to set-off for damages incurred as a result of the Borrower's failure to comply with the contract (sometimes referred to as accounts receivable contracts, progress statements, milestone statements, or performance contracts);

(l) Claims by an Account Debtor, the amount of which may be withheld (but only to the amount of the withheld amount; sometimes referred to as retention bills) as a result of the Borrower's full performance of the Account Debtor's performance;

(m) Accounts subject to trust provisions, assignment rights of a bond company or statutory trust;

(n) Claims by an Account Borrower that have been billed for goods that have not been shipped to the Account Borrower, unless the Bank, the Borrower and the Account Borrower have entered into an arrangement reasonably acceptable to the Bank which the Account Borrower accepts that (i) he has title to the goods wherever they are, (ii) a bona fide sale of the goods has taken place, and (iii) he has made payment for those goods according to the borrower's bills (sometimes referred to as billing and checking accounts );

(o) accounts for which the account debtor has not been billed;

(p) Accounts representing receivables that are not trade receivables or are derived otherwise than in the ordinary course of the Borrower's business;

(q) Accounts for which the Borrower has allowed a payment from the Account Borrower to extend beyond one hundred and twenty (120) days;

(r) accounts resulting from chargebacks, direct debits or other deductions from an account debtor;

(s) accounts resulting from product returns and/or exchanges (sometimes referred to as “Warranty” or “RMA” accounts);

(t) Accounts where the Account Debtor disputes liability or claims (but only up to the amount disputed or claimed), or if the Account Debtor is the subject of bankruptcy proceedings or becomes insolvent or goes out of business;

(u) claims against an Account Debtor for which the Borrower has received deferred income (but only to the extent of such deferred income);

(v) Claims by an Account Borrower whose aggregate obligations to the Borrower exceed twenty-five percent (25%) of all Accounts for amounts in excess of that percentage, unless the Bank agrees in writing; And

27

(w) Accounts that the Bank has a good faith belief in being suspect, including but not limited to accounts represented by “refreshed” or “recycled” bills.

“equipmentmeans all equipment as defined in the Code, with the additions to such term, if any, below, and includes without limitation all machinery, equipment, goods, vehicles (including automobiles and trailers) and all interests in the foregoing.

“ERISAis the Employee Retirement Income Security Act 1974 and its regulations.

“event of defaultis defined in Clause 8.

“Stock Exchange Actis the Securities Exchange Act of 1934, as amended.

“foreign currencymeans lawful money of a country other than the United States.

“funding dateis any date on which a Loan Extension is made on or for the account of the Borrower that is a Business Day.

“FX Business Daymeans any day on which (a) the Bank's foreign exchange department is conducting its normal business and (b) the foreign currency bought or sold by the borrower is available to the Bank from the entity from which the Bank is to buy or sell that foreign currency.

“FX Contractis defined in Section 2.1.3.

“FX Reduction Amountmeans, in relation to a particular FX Contract, the notional amount thereof multiplied by the exchange rate risk factor for the currencies involved in the FX Contract multiplied by the current spot foreign exchange rates, which in each case will be determined and calculated by the Bank at its sole discretion.

“GAAPare 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 the statements and pronouncements of the Financial Accounting Standards Board, or such other statements as may be approved by any other person significant segment of the accounting profession applicable to the circumstances at the time of the determination.

“General intangiblesmeans all general intangibles as defined in the Code in force at the date of this document, with such additions to such terms as may be made later, and includes, without limitation, all intellectual property rights, claims, income and other tax returns, securities and other deposits , intangible cash, contract rights, options to buy or sell real estate or personal property, rights in any litigation now or hereafter pending (whether in contract, tort or otherwise), insurance policies (including but not limited to key personnel, property damage and business interruption insurance ), insurance benefits and payment claims of any kind.

“State Approvalis any consent, authorization, approval, order, license, franchise, permit, certification, accreditation, registration, filing or communication by, issued by, by or to or any other act by or relating to any governmental entity.

government agencymeans any nation or government, state or other political subdivision thereof, agency, authority, institution, regulator, court, central bank or other body having executive, legislative, judicial, tax, regulatory or administrative functions of government exercises , any securities exchange and any self-regulatory organization.

“debtis (a) a debt for money borrowed or the deferred price of property or services, such as Capital Lease Obligations; and (d) Contingent Liabilities.

“exempt personis defined in Section 12.3.

28

“bankruptcy proceedingsmeans any proceeding by or against a person under the United States Bankruptcy Code or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, composition, extension generally with its creditors, or proceeding seeking a reorganization, composition or other remedy .

“Intellectual propertymeans, with respect to any person, all right, title and interest of that person in and to:

(a) its copyrights, trademarks and patents;

(b) all trade secrets and rights in trade secrets, including but not limited to all rights in unpatented inventions, know-how and operating manuals;

(c) all source code;

(d) all design rights available to that person;

(e) any claim for damages for past, present and future violations of the foregoing, with the right, but not the obligation, to sue and recover such damages for said use or infringement of the intellectual property rights identified above; And

(f) any changes, renewals and extensions of any copyright, trademark or patent.

“interest expensemeans, for each tax period, interest expense (whether cash or non-cash) determined in accordance with GAAP for the relevant period then ended, including in each case interest expense related to a loan extension and other indebtedness of the Borrower and its subsidiaries, including without limitation Restriction or duplication of all commissions, rebates or related amortization and other fees and charges relating to letter of credit and banker's acceptance financings and the net costs associated with interest rate swaps, interest rate caps and similar arrangements, and the interest portion of any deferred payment obligation (including leases of any kind).

“Inventis the entire inventory as defined in the Code in effect at the date of this document, with such additions to such terms as may be made later, and includes, without limitation, all merchandise, raw materials, parts, supplies, packing and shipping materials, labor Processed and finished products, including but not limited to inventory temporarily out of the Borrower's custody or possession or in transit, and including all returned goods and all title documents constituting any of the above items.

“investmentmeans any beneficial interest in any person (including stocks, shares or other securities) and any loan, advance or capital contribution to any person.

“key personis the Chief Executive Officer and Chief Financial Officer of the Borrower, respectively.

“Letter of creditmeans a Standby Letter of Credit issued by the Bank or other institution on the basis of an application, guarantee, indemnity or similar agreement by the Bank pursuant to Section 2.1.2.

“credit applicationis defined in Section 2.1.2.

“Letter of credit reservehas the meaning set out in Section 2.1.2.

“lienis a claim, mortgage, deed of trust, levy, encumbrance, pledge, security or other encumbrance of any kind, whether voluntarily incurred or arising against any property by operation of law or otherwise.

“loan documentsare together this Agreement and all Schedules, Exhibits, Certificates, Notices and all other documents relating to this Agreement, the Certificate of Perfection, any Subordination Agreement, any note or notes or warranties issued by the Borrower and any other gift or future arrangement of the Borrower with or for the benefit of the Bank in connection with this Agreement, from time to time as amended, restated or otherwise amended.

29

“Monthly Closingis defined in Section 6.2(c).

“net resultmeans, calculated on a consolidated basis for the Borrower and its affiliates, for any period at any time of determination, the net profit (or loss), after deduction of tax, of the Borrower and its affiliates for that period considered as a single accounting period.

“obligationsare the Borrower's obligations to pay when due all debt, principal, interest, charges, unused revolving line facility fee, termination fee, bank charges and other amounts owed by the Borrower to the Bank now or hereafter under this Agreement for the Other Loan owes documents, including but not limited to all obligations related to letters of credit (including reimbursement obligations for drawn and undrawn letters of credit), cash management services and foreign exchange contracts, if any, including interest accruing after the commencement of the bankruptcy proceedings , and debts, liabilities or obligations of the Borrower transferred to the Bank and to perform the Borrower's obligations under the Loan Documents.

“operating documentsmeans, for each person, the articles of incorporation of that person certified by the Secretary of State (or equivalent authority) of that person's organization's jurisdiction on a date not earlier than thirty (30) days before the Effective Date and, ( a) if that person is a company, its articles of incorporation as amended; (b) if that person is a limited company, its limited liability memorandum of association (or similar arrangement); and (c) if such person is a Partnership, its memorandum of association (or a similar contract), each with any current additions or modifications thereof.

“excessis defined in Section 2.2.

“Patentmeans all patents, patent applications and similar protections, including but not limited to improvements, divisions, continuations, renewals, reissues, extensions and continuations in parts thereof.

“Payment/Advance Formis this particular form attached here asExhibition D.

“date of paymentis the first (1st) day of each calendar month.

“Perfection Certificateis defined in Section 5.1.

“Eligible Purchaseis defined in Section 7.3.

“Permitted Capital Transactionsis defined in Section 7.7.

“Allowable Debtis:

(a) liabilities of the Borrower to the Bank under this Agreement and the other Loan Documents;

(b) indebtedness in existence as of the Effective Date specified on the Certificate of Perfection;

(c) subordinated debt;

(d) unsecured liabilities to commercial creditors arising in the ordinary course of business;

(e) indebtedness arising from the endorsement of tradable securities received in the ordinary course of business;

(f) Liabilities related to customer deposits and advance payments received from customers for goods and services sold in the ordinary course of business up to one hundred thousand dollars ($100,000.00);

(g) Debts arising from capitalized leases of a person outstanding prior to the date that person becomes a subsidiary (in a transaction otherwise permitted herein) or is merged or consolidated with or into a borrower or a subsidiary, and in any event not prepared in consideration of or in connection with any such event;

30

(h) Debts secured by Permissible Liens or that constitute a Permissible Investment;

(i) indebtedness of a Subsidiary to the Borrower, provided that to the extent such indebtedness was or is an investment by the Borrower in the Subsidiary, such investment is subject to the investment limit in Subsidiaries set out in subsection (l) of the Definition of Permitted Investments;

(j) indebtedness in the form of (i) purchase price adjustments, earn-outs, deferred consideration or other arrangements representing acquisition considerations or deferred payments of a similar nature incurred in connection with any permitted acquisition, provided that such indebtedness is subject to a subordination agreement in form and content satisfactory to the Bank, and (ii) the permitted TVN acquisition payments;

(k) to the extent that they constitute liabilities, liabilities incurred in connection with the financing of insurance premiums in the ordinary course of business;

(l) other unsecured debts in an aggregate amount not exceeding two hundred and fifty thousand dollars ($250,000.00) at any time outstanding; And

(m) Extensions, refinancing, modifications, additions and restatements of Permitted Liabilities (a) to (l) above provided that their principal amount is not increased or their terms are not modified to impose more onerous terms on the Borrower or its Affiliate, as the case may be after case.

“Eligible Investmentsare:

(a) Investments (including but not limited to Subsidiaries) in existence as of the Effective Date and identified on the Certificate of Perfection;

(b) Investments consisting of cash equivalents and any other investments managed by the Bank;

(c) investments consisting of the endorsement of negotiable securities for deposit or collection or similar transactions in the ordinary course of the borrower's business;

(d) Investments consisting of Deposit Accounts (but only to the extent that the Borrower is permitted to maintain such accounts under Section 6.6 of this Agreement) where, if a Control Agreement is required under Section 6.6(b), the Bank will issue a Perfected security interest has first priority;

(e) Investments accepted in connection with transfers permitted under Section 7.1;

(f) investments consisting of (i) travel advances and loans for employee relocation and other loans and advances made to employees in the ordinary course of business, and (ii) loans to employees, officers or directors in connection with the purchase of equity securities the Borrower or its subsidiaries pursuant to employee stock purchase plans or agreements approved by the Board of Directors;

(g) investments (including debt obligations) obtained in connection with the bankruptcy or reorganization of customers or suppliers and to settle customer or supplier overdue obligations and other disputes with customers or suppliers arising in the ordinary course of business;

(h) Investments consisting of promissory notes or other extensions of credit from customers and suppliers who are not Affiliates in the ordinary course of business, provided that this paragraph (h) does not apply to investments by the Borrower in a subsidiary;

31

(i) Permitted Acquisitions (including the formation of any Subsidiaries required for or necessary for the consummation thereof) to the extent that the surviving entity, at the Bank's request, makes a connection to this Agreement to cause that entity to become a Co-Borrower hereunder will ;

(j) Joint ventures or strategic alliances in the ordinary course of Borrower's business consisting of the non-exclusive licensing of technology, development of technology, or provision of technical support, provided that cash investment by Borrower does not exceed Two Hundred Fifty Thousand Dollars ( $250,000.00) aggregate in each fiscal year;

(k) share repurchases pursuant to Section 7.7;

(l) investments in Borrower's subsidiaries for the ordinary and necessary operating expenses of such subsidiaries in an aggregate amount not exceeding six million dollars ($6,000,000.00) per calendar year; And

(m) Investments by a Subsidiary in other Subsidiaries.

“Allowable Liensare:

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

(b) liens on taxes, fees, assessments or other governmental levies or levies which are either not in default or are contested in good faith and for which the Borrower maintains reasonable reserves on the Borrower's books,Ifthey shall not prevail over Bank liens and statutory liens securing claims or demands of material workers, mechanics, shippers, warehousemen, lessors and other persons imposed without the intervention of such parties, provided they do not prevail over Bank liens lien and the aggregate amount of such liens shall not at any time exceed fifty thousand dollars ($50,000.00);

(c) purchase liens or capital leases (i) on Equipment acquired or held by the Borrower accrued to finance the acquisition of the Equipment by no more than one million five hundred thousand dollars ($1,500,000.00) of to secure the outstanding balance, or (ii) present on Equipment upon acquisition,Ifthe lien is limited to the property and improvements and proceeds of the equipment;

(d) liens created on the extension, renewal or refinancing of the liabilities secured by the liens described in (a) to (c),Butany extension, renewal or replacement lien must be limited to the property encumbered by the existing lien and the principal amount of the debt must not increase;

(e) any liens arising out of any lien or judgment, order or disposition in circumstances which do not constitute an Event of Default under Sections 8.4 and 8.7;

(f) liens of a carrier, warehouse worker, vendor or other person of a property-like nature arising out of the ordinary course of business, so long as such liens are associated only with inventory and liabilities in an aggregate amount not exceeding fifty thousand dollars ($50,000, 00) secure ) and which is not in default or remains payable without penalty or which is contested in good faith and through appropriate procedures, the procedures of which are intended to prevent the forfeiture or sale of the property concerned;

(g) liens securing the payment of workers' compensation, employment insurance, retirement benefits, social security and other similar obligations arising in the ordinary course of business (other than liens imposed by ERISA);

(h) deposits to secure the execution of offers, commercial contracts (other than for borrowed money), contracts for the purchase of real estate permitted hereunder, legal obligations, sureties and bonds of appeal, performance bonds and other obligations of a similar nature as the case may be arising in the ordinary course of business and does not constitute an obligation for Borrowed Money greater than or equal to One Hundred Thousand Dollars ($100,000.00);

32

(i) liens in favor of other financial institutions arising in respect of deposits and/or securities accounts of the Borrower held with such institutions, provided that (i) if a control agreement is required under Section 6.6(b), the bank has a first rank , perfected security interest over the amounts held in such deposit and/or securities accounts, and (ii) such accounts may be maintained in accordance with Section 6.6 of this Agreement;

(j) real estate easements, rights of way and zoning restrictions that do not materially affect or impair its use or operation, and real estate leases or subleases; And

(k) non-exclusive intellectual property licenses granted to third parties in the ordinary course of business.

“Allowed TVN Acquisition Paymentsis defined in Section 7.11 of this Agreement.

“Personis an individual, sole proprietorship, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization, association, corporation, institution, public utility corporation, firm, corporation , an asset, corporation or government agency.

“policy rateis the interest rate per annum published from time to time in the Money Interest section of The Wall Street Journal or any successor publication as the "Principal Rate" from time to time; provided that if such interest rate is less than zero, then such interest rate shall be deemed to be zero for the purposes of this Agreement; and provided further that if such rate as specified from time to time in the Bid Rates section of The Wall Street Journal is not available for any reason determined by the Bank, the Prime Rate shall be the rate as per the Bank as its annual rate of interest as advertised in the State of California (such prime rate as advertised by the Bank shall not be the lowest rate charged by the Bank in connection with lending to borrowers); provided that in the event that such interest rate is less than zero, then such interest rate shall be deemed to be zero for the purposes of this Agreement.

“Previous Loan Agreementis defined in Recital A of this Agreement.

“Fast Fortuneis at any time the consolidated unrestricted cash and cash equivalents held by the Bank and the Bank's affiliates plus the invoiced net receivables of the Borrower and the Borrower's subsidiaries.

“Registered organizationmeans any registered organization as defined in the Code, with any additions to such terms below.

“requirement of the lawrefers to any person, that person's organizational or governing documents, and any law (statutory or general), contract, regulation, or decision of an arbitrator or court or other governmental agency, each of which is binding on or binding on that person or their property or those that person or his property is subject.

“officer in chargeis one of the Borrower's Chief Executive Officers, President and Chief Financial Officers.

“Limited Licenseis a substantive license or other agreement, under which the Borrower is the licensee, (a) that prohibits or otherwise restricts the Borrower from granting a security interest in the Borrower's interests in any such license or arrangement or other property, or (b) failure to perform or termination of which could affect the Bank's right to sell Collateral.

“Circumferential lineis a total principal amount of thirty-five million dollars ($35,000,000.00).

33

“Due date of the revolving lineis 364 days from the Effective Date.

“SEKmeans the Securities and Exchange Commission, any assignee and any applicable governmental agency.

“securities accountmeans any securities account as defined in the Code, with any additions to that term below.

“billing dateis defined in Section 2.1.3.

“Subordinated Liabilitiesis an indebtedness incurred by the Borrower which is subordinated to any present or future indebtedness of the Borrower to the Bank (under any subordination, creditor or other similar agreement in form and substance entered into between the Bank and the other obligee applicable to the bank is satisfactory), on terms bank acceptable.

“subsidiarymeans, in relation to any person, a corporation, partnership, limited liability company or other legal entity whose shares or other interests carry ordinary voting rights (except for shares or other interests which carry such power only by virtue of the event of a contingency ) to the election of a majority of the directors or other managers of such corporation, partnership or other entity then owned or the management of which is otherwise controlled directly or indirectly through one or more intermediaries or both, by that person. Unless the context otherwise requires, any reference herein to a subsidiary is a reference to a subsidiary of the Borrower.

“Total Liabilitiesare of any day obligations that under GAAP should be classified as liabilities on the consolidated balance sheets of the borrower and its subsidiaries, including all liabilities.

“trademarkmeans all trademarks and service marks, registered or unregistered, applications for registration and registrations thereof and similar rights, and all goodwill of the Borrower associated with and symbolized by such marks.

“Transferis defined in Section 7.1.

“Fee for unused revolving line facilitiesis defined in Section 2.4(b).

[Signature page follows.]

34

IN WITNESS WHEREOF, the Parties have caused the execution of this Agreement as of the Effective Date.

Signature Page to the Amended and Restated Loan and Security Agreement

EXHIBITS - DESCRIPTION OF THE SECURITIES

The security consists of all right, title and interest of the borrower in and to the following personal property:

All goods, accounts (including healthcare claims), equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangible assets (except as specified below), claims in tort, documents, instruments (including all promissory notes), movable paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, inventory, rights to a letter of credit (whether or not the letter of credit is documented in writing), securities and all other investment property, supporting obligations and financial assets , whether owned now or acquired later, regardless of where they are located; And

all books of the Borrower relating to the foregoing and all claims, rights and interests in and to the foregoing and all substitutions for, additions, appendices, accessories, supplements 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, that the collateral includes all accounts and all intellectual property proceeds. If a judicial authority (including a U.S. bankruptcy court) would determine that a security interest in the underlying intellectual property is required to have a security interest in such accounts and such property that is intellectual property proceeds, then the security applies automatically and shall be effective as of the Effective Date include the Intellectual Property to the extent necessary to enable the completion of the Bank's security interests in such accounts and other property of the Borrower that are proceeds of the Intellectual Property.

Under the terms of a certain negative pledge agreement with the Bank, the Borrower has agreed not to encumber its intellectual property without the Bank's prior written consent.

ANLAGEB BORROWING BASE CERTIFICATE

Borrower: Tremor Video, Inc.
Lender: Silicon Valley Bank
Commitment Amount: $35,000,000.00

[Continued on next page.]

1

Explanations from the previous page:

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

2

EXHIBITION

CERTIFICATE OF CONFORMITY

AN: SILICON VALLEY BANK

VON: TREMOR VIDEO, INC.

The undersigned authorized officer of TREMOR VIDEO, INC. (Borrower) confirms that under the terms of the Amended and Restated Loan and Security Agreement between the Borrower and the Bank (the Agreement):

(1) The Borrower shall comply with all Required Representations for the Period up to the Termination, except as provided below; (2) there are no Default Events; (3) all representations and warranties in the Agreement are true and correct in all material respects as of that date, except as provided below; provided, however, that this materiality label does not apply to representations and warranties that are already qualified or modified by materiality in their language; and provided that such representations and warranties, which are expressly made as of a particular date, are true, accurate and complete in all material respects as of that date; (4) The Borrower and each of its affiliates has timely filed all required tax returns and reports, and the Borrower has timely paid all foreign, state, state and local taxes, assessments, deposits and contributions owed by the Borrower, unless otherwise stated subject to the terms of Section 5.9 of the Agreement; and (5) no liens or claims have been made against the Borrower or any of its affiliates in connection with unpaid payslips or employee benefits that the Borrower has not previously notified to the Bank in writing.

Attached are the required documents supporting the certification. The undersigned certifies that these have been prepared in accordance with GAAP, which are applied consistently from period to period, unless explained in a cover letter or footnotes. The undersigned acknowledges that no credit can be requested at any time or date of determination of the Borrower's compliance with any of the terms of the Agreement and that compliance will not be determined solely on the date this Certificate is issued. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Agreement.

Please indicate the compliance status by circling yes/no in the Complies column.

* As set out in Section 6.9(b) of the Agreement

The following financial covenant analysis and information set out in Schedule 1 to this document is true and accurate as of the date of this Certificate.

1

The following are the exceptions to the above certification: (If there are no exceptions, state "No exceptions to be aware of")

2

Appendix 1 to the Certificate of Conformity

Borrower's financial covenant

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

Dated:

NOTE All calculations below are made on a consolidated basis with respect to the Borrower and its subsidiaries.

I.Adjusted fast ratio(always) (tested monthly) (section 6.9(a))

Necessary: 1.20:1.00

Actually:

Is line I equal to or greater than 1.20:1:00?

II. Adjusted EBITDA(trailing twelve months) (tested quarterly) (Section 6.9(b))

Necessary: $*

*As set out in Section 6.9(b) of the Agreement.

Actually:$

1

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

2

ATTACHMENT LOAN PAYMENT/PROPOSAL FORM

DEADLINE FOR SAME DAY PROCESSING IS 12:00 PM EST

CREDIT PAYMENT:

CREDIT ADVANCE:

CompleteOutgoing wire requestSection below if all or part of the funds from this loan advance are destined for an outgoing transfer.

All representations and warranties of the Borrower in the Amended and Restated Loan and Security Agreement are true, accurate and complete in all material respects as of the date of the Advance Advance Application; provided, however, that this materiality label does not apply to representations and warranties that are already qualified or modified by materiality in their language; and provided that such representations and warranties, which are expressly made as of a particular date, are true, accurate and complete in all material respects as of that date:

OUTGOING CABLE REQUEST:

Complete only if all or part of the funds from the above loan advance are to be transferred.

Deadline for same-day processing is 12 p.m. Eastern Time

By signing below, I (we) confirm and agree that my (our) transfer request will be processed in accordance with and subject to the terms and conditions set forth in the Agreements governing the Transfer Service(s) (s ) were previously received and carried out by me (us).