Exhibit 10.

EXECUTION VERSION

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT is made and dated as of August 1, 2016 and is
entered into by and between Borrower, a Delaware corporation (the “Borrower”), LENDER, a
Maryland corporation, and the several other banks and other financial institutions or entities from
time to time parties to this Agreement (collectively, referred to as “Lender”) and AGENT, in its
capacity as administrative agent and collateral agent for itself and the Lender (in such capacity,
the “Agent”).

RECITALS

A.Borrower has requested Lender to make available to Borrower a loan in an aggregate principal
amount of up to Thirty Million Dollars ($30,000,000) (the “Term Loan”);

B.Lender is willing to make the Term Loan on the terms and conditions set forth in this
Agreement.

AGREEMENT

NOW, THEREFORE, Borrower, Agent and Lender agree as follows:

SECTION 1. DEFINITIONS AND RULES OF CONSTRUCTION

1.1Unless otherwise defined herein, the following capitalized terms shall have the following
meanings:

“Account Control Agreement(s)” means any agreement entered into by and among the Agent,
Borrower and a third party Bank or other institution (including a Securities Intermediary) in
which Borrower maintains a Deposit Account or an account holding Investment Property and
which grants Agent a perfected first priority security interest in the subject account or accounts.

“ACH Authorization” means the ACH Debit Authorization Agreement in substantially the form
of Exhibit H, which account numbers shall be redacted for security purposes if and when filed
publicly by the Borrower.

“ACV Bookings” means the annual contract value of new incremental bookings based on the
estimated subscription revenue and other revenue for a customer contract executed in a given
fiscal quarter, actual growth in the account beyond the original booking, and any contractually
committed future growth, in each case measured in a manner consistent with the methodology
used by Borrower in its public filings as of the Closing Date or as otherwise agreed in writing by
Agent.

“Advance(s)” means a Term Loan Advance.

“Advance Date” means the funding date of any Advance.

“Advance Request” means a request for an Advance submitted by Borrower to Agent in

substantially the form of Exhibit A, which account numbers shall be redacted for security
purposes if and when filed publicly by the Borrower.

“Affiliate” means (a) any Person that directly or indirectly controls, is controlled by, or is under
common control with the Person in question, (b) any Person directly or indirectly owning,
controlling or holding with power to vote ten percent (10%) or more of the outstanding voting
securities of another Person, (c) any Person ten percent (10%) or more of whose outstanding
voting securities are directly or indirectly owned, controlled or held by another Person with
power to vote such securities, or (d) any Person related by blood or marriage to any Person
described in subsection (a), (b) or (c) of this paragraph. As used in the definition of “Affiliate,”
the term “control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through ownership of voting
securities, by contract or otherwise.

“Agent” has the meaning given to it in the preamble to this Agreement.

“Agreement” means this Loan and Security Agreement, as amended from time to time.

“Amortization Date” means December 1, 2017; provided however, if the Interest Only Extension
Conditions are satisfied for fiscal quarter ending September 30, 2017, then March 1, 2018;
provided further, if the Interest Only Extension Conditions are satisfied for fiscal quarter ending
December 31, 2017, then June 1, 2018.

“Assignee” has the meaning given to it in Section 11.13.

“Bank Line” has the meaning given to it in clause (viii) of the definition of Permitted
Indebtedness.

“Bank Line Intercreditor Agreement” has the meaning given to it in clause (viii) of the definition
of Permitted Indebtedness.

“Borrower Products” means all products, software, service offerings, technical data or
technology currently being designed, manufactured or sold by Borrower or which Borrower
intends to sell, license, or distribute in the future including any products or service offerings
under development, collectively, together with all products, software, service offerings, technical
data or technology that have been sold, licensed or distributed by Borrower since its
incorporation.

“Business Day” means any day other than Saturday, Sunday and any other day on which banking
institutions in the State of California are closed for business.

“Cash” means all cash, cash equivalents and liquid funds.

“Change in Control” means any reorganization, recapitalization, consolidation or merger (or

similar transaction or series of related transactions) of Borrower, sale or exchange of outstanding
shares (or similar transaction or series of related transactions) of Borrower in which the holders
of Borrower’s outstanding shares immediately before consummation of such transaction or series
of related transactions do not, immediately after consummation of such

transaction or series of related transactions, retain shares representing more than fifty percent
(50%) of the voting power of the surviving entity of such transaction or series of related
transactions (or the parent of such surviving entity if such surviving entity is wholly owned by
such parent), in each case without regard to whether Borrower is the surviving entity.

“Claims” has the meaning given to it in Section 11.10.

“Closing Date” means the date of this Agreement.

“Closing Facility Charge” means Two Hundred Fifty Thousand Dollars ($250,000).

“Collateral” means the property described in Section 3.

“Confidential Information” has the meaning given to it in Section 11.12.

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability,
contingent or otherwise, of that Person with respect to (i) any Indebtedness, lease, dividend,
letter of credit or other obligation of another, including any such obligation directly or indirectly
guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or in respect
of which that Person is otherwise directly or indirectly liable; (ii) any obligations with respect to
undrawn letters of credit, corporate credit cards or merchant services issued for the account of
that Person; and (iii) all obligations arising under any interest rate, currency or commodity swap
agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or
arrangement designated to protect a Person against fluctuation in interest rates, currency
exchange rates or commodity prices; provided, however, that the term “Contingent Obligation”
shall not include endorsements for collection or deposit in the ordinary course of business. The
amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or
determined amount of the primary obligation in respect of which such Contingent Obligation is
made or, if not stated or determinable, the maximum reasonably anticipated liability in respect
thereof as determined by such Person in good faith; provided, however, that such amount shall
not in any event exceed the maximum amount of the obligations under the guarantee or other
support arrangement.

“Copyright License” means any written agreement granting any right to use any Copyright or
Copyright registration, now owned or hereafter acquired by Borrower or in which Borrower now
holds or hereafter acquires any interest.

“Copyrights” means all copyrights, whether registered or unregistered, held pursuant to the laws
of the United States of America, any State thereof, or of any other country.

“Deposit Accounts” means any “deposit accounts,” as such term is defined in the UCC, and
includes any checking account, savings account, or certificate of deposit.
“Dissolution Date” means February 1, 2018, as such date may be extended up to twelve months
by Agent in its sole discretion upon receipt of evidence satisfactory to Agent that each
Subsidiary that has not entered into a Joinder Agreement has satisfied all intercompany liabilities
(or converted such liabilities to equity).

“Due Diligence Fee” means $45,000, which fee is due to Lender on or prior to the Closing Date,
and shall be deemed fully earned on such date regardless of the early termination of this
Agreement.

“EBITDA” means with respect to any fiscal period being measured an amount equal to the sum
of (a) consolidated net income of Borrower and its Subsidiaries for such fiscal period, plus (b) in
each case to the extent deducted in the calculation of Borrower's consolidated net income and
without duplication: (i) depreciation and amortization for such period, plus (ii) income tax
expense for such period, plus (iii) consolidated total interest expense paid or accrued during such
period, all as determined in accordance with GAAP and as calculated by Borrower in its public
filings and statements as of the Closing Date or as otherwise agreed in writing by Agent.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the
regulations promulgated thereunder.

“Event of Default” has the meaning given to it in Section 9.

“Facility Charge” means the Closing Facility Charge and, if applicable, the Tranche III Facility
Charge.

“Financial Statements” has the meaning given to it in Section 7.1.

“GAAP” means generally accepted accounting principles in the United States of America, as in
effect from time to time.

“Guaranty” means a Guaranty in a form reasonably acceptable to Agent.

“Indebtedness” means indebtedness of any kind, including (a) all indebtedness for borrowed
money or the deferred purchase price of property or services (excluding trade credit entered into
in the ordinary course of business due within ninety (90) days), including reimbursement and
other obligations with respect to surety bonds and letters of credit, (b) all obligations evidenced
by notes, bonds, debentures or similar instruments, (c) all capital lease obligations, and (d) all
Contingent Obligations.

“Insolvency Proceeding” is any proceeding by or against any Person under the United States
Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the
benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking
reorganization, arrangement, or other similar relief.

“Intellectual Property” means all of Borrower’s Copyrights; Trademarks; Patents; Licenses; trade
secrets and inventions; mask works; Borrower’s applications therefor and reissues, extensions, or
renewals thereof; and Borrower’s goodwill associated with any of the foregoing, together with
Borrower’s rights to sue for past, present and future infringement of Intellectual Property and the
goodwill associated therewith.

“Interest Only Extension Conditions” shall mean satisfaction of each of the following events: (a)
no default or Event of Default shall have occurred and (b) for the applicable fiscal quarter end
(i.e., quarter ending September 30, 2017 or December 31, 2017, as applicable pursuant to the
definition of “Amortization Date”) Borrower shall have achieved at

least 80% of the revenues forecasted in the Projections, measured on a trailing six month basis,
as determined under GAAP and subject to verification by Agent (including supporting
documentation requested by Agent).

“Investment” means any beneficial ownership (including stock, partnership or limited liability
company interests) of or in any Person, or any loan, advance or capital contribution to any
Person or the acquisition of all, or substantially all, of the assets of another Person.

“IP Security Agreement” means that certain Intellectual Property Security Agreement executed
and delivered by Borrower to Agent and dated as of the Closing Date.

“Joinder Agreements” means for each Subsidiary, a completed and executed Joinder Agreement
in substantially the form attached hereto as Exhibit G.

“Lender” has the meaning given to it in the preamble to this Agreement.

“License” means any Copyright License, Patent License, Trademark License or other license of
rights or interests.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for security,
security interest, encumbrance, levy, lien or charge of any kind, whether voluntarily incurred or
arising by operation of law or otherwise, against any property, any conditional sale or other title
retention agreement, and any lease in the nature of a security interest.

“Loan” means the Advances made under this Agreement.

“Loan Documents” means this Agreement, the Notes (if any), the IP Security Agreement, the
ACH Authorization, the Account Control Agreements, the Joinder Agreements, all UCC
Financing Statements, the Warrant and any other subordination agreement, the Bank Line
Intercreditor Agreement, any other intercreditor agreement, any Guaranty, and any other
documents executed in connection with the Secured Obligations or the transactions contemplated
hereby, as the same may from time to time be amended, modified, supplemented or restated.

“Material Adverse Effect” means a material adverse effect upon: (i) the business, operations,
properties, assets or financial condition of Borrower and its Subsidiaries taken as a whole; or
(ii) the ability of Borrower to perform or pay the Secured Obligations in accordance with the
terms of the Loan Documents, or the ability of Agent or Lender to enforce any of its rights or
remedies with respect to the Secured Obligations; or (iii) the Collateral or Agent’s Liens on the
Collateral or the priority of such Liens.
“Maximum Term Loan Amount” means Thirty Million and No/100 Dollars ($30,000,000).

“Maximum Rate” shall have the meaning assigned to such term in Section 2.3.

“Note(s)” means a Term Note.

“Patent License” means any written agreement granting any right with respect to any invention
on which a Patent is in existence or a Patent application is pending, in which agreement
Borrower now holds or hereafter acquires any interest.

“Patents” means all letters patent of, or rights corresponding thereto, in the United States of
America or in any other country, all registrations and recordings thereof, and all applications for
letters patent of, or rights corresponding thereto, in the United States of America or any other
country.

“Permitted Indebtedness” means: (i) Indebtedness of Borrower in favor of Lender or Agent

arising under this Agreement or any other Loan Document; (ii) Indebtedness existing on the
Closing Date which is disclosed in Schedule 1A; (iii) Indebtedness of up to $2,500,000
outstanding at any time secured by a Lien described in clause (vii) of the defined term “Permitted
Liens,” provided the original principal amount of such Indebtedness does not exceed the cost of
the Equipment financed with such Indebtedness; (iv) Indebtedness to trade creditors and
employees incurred in the ordinary course of business, including Indebtedness incurred in the
ordinary course of business in connection with taxes, wages, vacation accrual, 401K matching
and withholding obligations, and corporate credit cards; (v) Indebtedness that also constitutes a
Permitted Investment; (vi) Subordinated Indebtedness; (vii) reimbursement obligations in
connection with letters of credit that are secured by Cash and issued on behalf of the Borrower or
a Subsidiary thereof in an amount not to exceed $500,000 at any time outstanding, (viii)
following Borrower’s achievement of at least Sixty Million Dollars ($60,000,000) of
Subscription Revenues, measured on a trailing twelve month basis at the end of any fiscal month
of Borrower, Indebtedness of up to Ten Million Dollars ($10,000,000) under an accounts
receivable or similar formula-based credit facility reasonably acceptable to Agent, provided by a
financial institution acceptable to Agent and subject to an intercreditor or subordination
agreement acceptable to Agent (the “Bank Line Intercreditor Agreement”), in each case, subject
to approval by Agent in its sole discretion (the “Bank Line”), (ix) other Indebtedness in an
amount not to exceed $250,000 at any time outstanding, (x) net intercompany Indebtedness of up
to $100,000, and (xi) extensions, refinancings and renewals of any items of Permitted
Indebtedness, provided that the principal amount is not increased or the terms modified to
impose materially more burdensome terms upon Borrower or its Subsidiary, as the case may be,
and provided further that any extensions, refinancings and renewals of the Bank Line is subject
to the terms of the Bank Line Intercreditor Agreement.

“Permitted Investment” means: (i) Investments existing on the Closing Date which are disclosed
in Schedule 1B; (ii) (a) marketable direct obligations issued or unconditionally guaranteed by the
United States of America or any agency or any State thereof maturing within one year from the
date of acquisition thereof, (b) commercial paper maturing no more than one year from the date
of creation thereof and currently having a rating of at least A-2 or P-2 from either Standard &
Poor’s Corporation or Moody’s Investors Service, (c) certificates of deposit issued by any bank
with assets of at least $500,000,000 maturing no more than one year from the date of investment
therein, and (d) money market accounts; (iii) repurchases of stock from former employees,
directors, or consultants of Borrower under the terms of applicable repurchase agreements at the
original issuance price of such securities in an aggregate amount not to exceed $250,000 in any
fiscal year, provided that no Event of Default has occurred, is continuing or would exist after
giving effect to the repurchases; (iv) Investments accepted in connection with Permitted
Transfers; (v) Investments (including debt obligations) received in connection with the
bankruptcy or reorganization of customers or suppliers and in settlement of delinquent
obligations of, and other disputes with, customers or suppliers arising in the ordinary course of
Borrower’s business; (vi) Investments consisting of notes receivable of, or prepaid royalties and
other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course
of business, provided that this subparagraph (vi) shall not apply to Investments

of Borrower in any Subsidiary; (vii) Investments consisting of loans not involving the net
transfer on a substantially contemporaneous basis of cash proceeds to employees, officers or
directors relating to the purchase of capital stock of Borrower pursuant to employee stock
purchase plans or other similar agreements approved by Borrower’s Board of Directors; (viii)
Investments consisting of travel advances in the ordinary course of business; (ix) Investments in
newly-formed Subsidiaries, provided that each such Subsidiary enters into a Joinder Agreement
promptly after its formation by Borrower and execute such other documents as shall be
reasonably requested by Agent; (x) (x) joint ventures or strategic alliances in the ordinary course
of Borrower’s business consisting of the nonexclusive licensing of technology, the development
of technology or the providing of technical support, provided that any cash Investments by
Borrower do not exceed $250,000 in the aggregate in any fiscal year; and (xi) additional
Investments that do not exceed $250,000 in the aggregate during the term of this Agreement.

“Permitted Liens” means any and all of the following: (i) Liens in favor of Agent or Lender; (ii)
Liens existing on the Closing Date which are disclosed in Schedule 1C; (iii) Liens for taxes, fees,
assessments or other governmental charges or levies, either not delinquent or being contested in
good faith by appropriate proceedings; provided, that Borrower maintains adequate reserves
therefor in accordance with GAAP; (iv) Liens securing claims or demands of materialmen,
artisans, mechanics, carriers, warehousemen, landlords and other like Persons arising in the
ordinary course of Borrower’s business and imposed without action of such parties; provided,
that the payment thereof is not yet required; (v) Liens arising from judgments, decrees or
attachments in circumstances which do not constitute an Event of Default hereunder; (vi) the
following deposits, to the extent made in the ordinary course of business: deposits under
worker’s compensation, unemployment insurance, social security and other similar laws, or to
secure the performance of bids, tenders or contracts (other than for the repayment of borrowed
money) or to secure indemnity, performance or other similar bonds for the performance of bids,
tenders or contracts (other than for the repayment of borrowed money) or to secure statutory
obligations (other than Liens arising under ERISA or environmental Liens) or surety or appeal
bonds, or to secure indemnity, performance or other similar bonds; (vii) Liens on Equipment or
software or other intellectual property constituting purchase money Liens and Liens in
connection with capital leases securing Indebtedness permitted in clause (iii) of “Permitted
Indebtedness”; (viii) Liens incurred in connection with Subordinated Indebtedness; (ix)
leasehold interests in leases or subleases and licenses granted in the ordinary course of business
and not interfering in any material respect with the business of the licensor; (x) Liens in favor of
customs and revenue authorities arising as a matter of law to secure payment of custom duties
that are promptly paid on or before the date they become due; (xi) Liens on insurance proceeds
securing the payment of financed insurance premiums that are promptly paid on or before the
date they become due (provided that such Liens extend only to such insurance proceeds and not
to any other property or assets); (xii) statutory and common law rights of set-off and other
similar rights as to deposits of cash and securities in favor of banks, other depository institutions
and brokerage firms; (xiii) easements, zoning restrictions, rights-of-way and similar
encumbrances on real property imposed by law or arising in the ordinary course of business so
long as they do not materially impair the value or marketability of the related property; (xiv) (A)
Liens on Cash securing obligations permitted under clause (vii) of the definition of Permitted
Indebtedness and (B) security deposits in connection with real property leases, the combination
of (A) and (B) in an aggregate amount not to exceed $250,000 at any time; (xv) Liens securing
the Bank Line as permitted under the Bank Line Intercreditor Agreement and (xvi) Liens
incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by
Liens of the type described in clauses (i) through (xi) above; provided, that any extension,

renewal or replacement Lien shall be limited to the property encumbered by the existing Lien
and the principal amount of the Indebtedness being extended, renewed or refinanced (as may
have been reduced by any payment thereon) does not increase.

“Permitted Transfers” means (i) sales of Inventory in the ordinary course of business, (ii) non-
exclusive licenses and similar arrangements for the use of Intellectual Property in the ordinary
course of business and licenses that could not result in a legal transfer of title of the licensed
property but that may be exclusive in respects other than territory and that may be exclusive as to
territory only as to discrete geographical areas outside of the United States of America in the
ordinary course of business, or (iii) dispositions of worn-out, obsolete or surplus Equipment at
fair market value in the ordinary course of business, and (iv) other Transfers of assets having a
fair market value of not more than $250,000 in the aggregate in any fiscal year.

“Person” means any individual, sole proprietorship, partnership, joint venture, trust,
unincorporated organization, association, corporation, limited liability company, institution,
other entity or government.

“Prepayment Charge” shall have the meaning assigned to such term in Section 2.5.

“Projections” means the Borrower’s financial and business projections (i) for fiscal year 2016
(covering fiscal years 2017-2018) in form and substance acceptable to Agent and Lenders and
attached hereto as Exhibit I and (ii) for fiscal year 2017 and thereafter, such financial and
business projections satisfying the requirements of Section 7.1(h).

“Receivables” means (i) all of Borrower’s Accounts, Instruments, Documents, Chattel Paper,
Supporting Obligations, letters of credit, proceeds of any letter of credit, and Letter of Credit
Rights, and (ii) all customer lists, software, and business records related thereto.

“Required Lenders” means, at any time, the holders of more than 50% of the sum of the
aggregate unpaid principal amount of the Term Loans then outstanding.

“SEC” means the Securities and Exchange Commission.

“Secured Obligations” means Borrower’s obligations under this Agreement and any Loan
Document (other than the Warrant), including any obligation to pay any amount now owing or
later arising.

“Subordinated Indebtedness” means Indebtedness subordinated to the Secured Obligations in

amounts and on terms and conditions satisfactory to Agent in its sole discretion.

“Subscription Revenue” is revenue (under GAAP) derived solely from Borrower’s “Behavioral
Analytics” service offerings, including predictive behavioral routing, performance management,
quality assurance, predictive analytics, and marketing managed services revenue derived from
the performance of such services on a continual basis, in each case as described and defined in
Borrower’s public disclosure with the SEC as of the Closing Date.

“Subsidiary” means an entity, whether corporate, partnership, limited liability company, joint
venture or otherwise, in which Borrower owns or controls 50% or more of the outstanding voting
securities, including each entity listed on Schedule 1 hereto.

“Term Commitment” means as to any Lender, the obligation of such Lender, if any, to make a
Term Loan Advance to the Borrower in a principal amount not to exceed the amount set forth
under the heading “Term Commitment” opposite such Lender’s name on Schedule 1.1.

“Term Loan Advance” means any Term Loan funds advanced under this Agreement.

“Term Loan Cash Interest Rate” means for any day a per annum rate of interest equal to the
greater of either (i) 9.75% plus the prime rate as reported in The Wall Street Journalminus
3.50%, and (ii) 9.75%.

“Term Loan PIK Interest Rate” means 2.15%.

“Term Loan Maturity Date” means February 1, 2020.

“Term Note” means a Promissory Note in substantially the form of Exhibit B.

“Trademark License” means any written agreement granting any right to use any Trademark or
Trademark registration, now owned or hereafter acquired by Borrower or in which Borrower
now holds or hereafter acquires any interest.

“Trademarks” means all trademarks (registered, common law or otherwise) and any applications
in connection therewith, including registrations, recordings and applications in the United States
Patent and Trademark Office or in any similar office or agency of the United States of America,
any State thereof or any other country or any political subdivision thereof.

“Tranche II Milestone” means (a) no Event of Default shall have occurred and is continuing; and
(b) for the six month period ending June 30, 2017, Borrower shall have (i) achieved at least 85%
of ACV Bookings forecasted in the Projections and (ii) achieved at least 85% of the revenues
forecasted in the Projections, measured on a trailing six month basis, as determined under GAAP,
and subject, in each case, to verification by Agent (including supporting documentation
requested by Agent).
“Tranche III Milestone” means (a) no Event of Default shall have occurred and is continuing, (b)
Borrower shall have achieved the Tranche II Milestone; and (c) Borrower shall have achieved
certain performance milestones to be mutually agreed upon after the Closing Date between
Borrower and Lender, such performance milestones being subject to approval by Lender’s
investment committee in its sole and unfettered discretion.

“Tranche III Facility Charge” means Fifty Thousand Dollars ($50,000).

“Tranche III Term Loan Advance” has the meaning given to it in Section 2.2(a).

“UCC” means the Uniform Commercial Code as the same is, from time to time, in effect in the
State of California; provided, that in the event that, by reason of mandatory provisions of law,
any or all of the attachment, perfection or priority of, or remedies with respect to, Agent’s Lien
on any Collateral is governed by the Uniform Commercial Code as the same is, from time to
time, in effect in a jurisdiction other than the State of California, then the term “UCC” shall
mean the Uniform Commercial Code as in effect, from time to time, in such other

jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection,
priority or remedies and for purposes of definitions related to such provisions.

“Unrestricted Cash” means Cash held by Borrower in account(s) located in the United States of
America subject to an Account Control Agreement in favor of Agent.

“Unrestricted Cash Milestone” means (a) no Event of Default shall have occurred and is
continuing; and (b) Borrower shall have achieved two consecutive fiscal quarters of EBITDA of
$1,000,000 or more, subject to verification by Agent (including supporting documentation
requested by Agent).

“Warrant” means any warrant entered into in connection with the Loan, as may be amended,
restated or modified from time to time.

Unless otherwise specified, all references in this Agreement or any Annex or Schedule hereto to
a “Section,” “subsection,” “Exhibit,” “Annex,” or “Schedule” shall refer to the corresponding
Section, subsection, Exhibit, Annex, or Schedule in or to this Agreement. Unless otherwise
specifically provided herein, any accounting term used in this Agreement or the other Loan
Documents shall have the meaning customarily given such term in accordance with GAAP, and
all financial computations hereunder shall be computed in accordance with GAAP, consistently
applied. Unless otherwise defined herein or in the other Loan Documents, terms that are used
herein or in the other Loan Documents and defined in the UCC shall have the meanings given to
them in the UCC.

SECTION 2. THE LOAN

2.1[Reserved].

2.2Term Loan.
(a)Advances. Subject to the terms and conditions of this Agreement, Lender will severally (and
not jointly) make in an amount not to exceed its respective Term Commitment, and Borrower
agrees to draw, a Term Loan Advance of $22,500,000 on the Closing Date. Beginning on July 1,
2017, and continuing until September 15, 2017, and following achievement of the Tranche II
Milestone, Borrower may request additional Term Loan Advances in an aggregate amount up to
$2,500,000, and Lender shall make such Term Loan Advances to Borrower. Beginning on
September 15, 2017 and continuing until September 15, 2018, and following achievement of the
Tranche III Milestone, Borrower may request additional Term Loan Advances in an aggregate
amount up to $5,000,000 (the “Tranche III Term Loan Advances”). In each case, Term Loan
Advances must be in minimum increments of $1,000,000. The aggregate outstanding Term
Loan Advances may be up to the Maximum Term Loan Amount.

(b)Advance Request. To obtain a Term Loan Advance, Borrower shall complete, sign and
deliver an Advance Request (at least three (3) Business Days before the Advance Date other than
the Closing Date, which shall be at least one (1) Business Day) to Agent. Lender shall fund the
Term Loan Advance in the manner requested by the Advance Request provided that each of the
conditions precedent to such Term Loan Advance is satisfied as of the requested Advance Date.

(c)Interest.

(i)Term Loan Cash Interest Rate. In addition to interest accrued pursuant to the Term Loan PIK
Interest Rate, the principal balance (including, for the avoidance of doubt, any payment-in-kind
interest added to principal pursuant to Section 2.2(c)(ii)) of each Term Loan Advance shall bear
interest thereon from such Advance Date at the Term Loan Cash Interest Rate based on a year
consisting of 360 days, with interest computed daily based on the actual number of days
elapsed. The Term Loan Cash Interest Rate will float and change on the day the prime rate
changes from time to time.

(ii)Term Loan PIK Interest Rate. In addition to interest accrued pursuant to the Term Loan Cash
Interest Rate, the principal balance of each Term Loan Advance shall bear interest thereon from
such Advance Date at the Term Loan PIK Interest Rate based on a year consisting of 360 days,
with interest computed daily based on the actual number of days elapsed, which amount shall be
added to the outstanding principal balance (which such addition shall be deemed a principal
amount of a Term Loan Advance) so as to increase the outstanding principal balance of such
Term Loan Advance on each payment date for such Advance and which amount shall be payable
when the principal amount of the Advance is payable in accordance with Section 2.2(d).

(d)Payment. Borrower will pay interest on each Term Loan Advance on the first Business Day
of each month, beginning the month after the Advance Date. Borrower shall repay the aggregate
Term Loan principal balance that is outstanding on the day immediately preceding the
Amortization Date, in equal monthly installments of principal and interest (mortgage style based
on a thirty (30) month amortization schedule) beginning on the Amortization Date and
continuing on the first Business Day of each month thereafter until the Secured Obligations
(other than inchoate indemnity obligations) are repaid. The entire Term Loan principal balance
and all accrued but unpaid interest hereunder, shall be due and payable on Term Loan Maturity
Date (bullet payment). Borrower shall make all payments under this Agreement without setoff,
recoupment or deduction and regardless of any counterclaim or defense. Lender will initiate
debit entries to the Borrower’s account as authorized on the ACH Authorization (i) on each
payment date of all periodic obligations payable to Lender under each Term Advance and (ii) out-
of-pocket legal fees and costs incurred by Agent or Lender in connection with Section 11.11 of
this Agreement.

2.3Maximum Interest. Notwithstanding any provision in this Agreement or any other Loan
Document, it is the parties’ intent not to contract for, charge or receive interest at a rate that is
greater than the maximum rate permissible by law that a court of competent jurisdiction shall
deem applicable hereto (which under the laws of the State of California shall be deemed to be the
laws relating to permissible rates of interest on commercial loans) (the “Maximum Rate”). If a
court of competent jurisdiction shall finally determine that Borrower has actually paid to Lender
an amount of interest in excess of the amount that would have been payable if all of the Secured
Obligations had at all times borne interest at the Maximum Rate, then such excess interest
actually paid by Borrower shall be applied as follows: first, to the payment of the Secured
Obligations consisting of the outstanding principal; second, after all principal is repaid, to the
payment of Lender’s

accrued interest, costs, expenses, professional fees and any other Secured Obligations; and third,
after all Secured Obligations are repaid, the excess (if any) shall be refunded to Borrower.

2.4Default Interest. In the event any payment is not paid on the scheduled payment date, an
amount equal to five percent (5%) of the past due amount shall be payable on demand. In
addition, upon the occurrence and during the continuation of an Event of Default hereunder, all
Secured Obligations, including principal, interest, compounded interest, and professional fees,
shall bear interest at a rate per annum equal to the rate set forth in Section 2.2(c) plus five percent
(5%) per annum. In the event any interest is not paid when due hereunder, delinquent interest
shall be added to principal and shall bear interest on interest, compounded at the rate set forth in
Section 2.2(c) or Section 2.4, as applicable.

2.5Prepayment. At its option upon at least seven (7) Business Days prior notice to Agent,
Borrower may prepay all, but not less than all, of the outstanding Advances by paying the entire
principal balance, all accrued and unpaid interest thereon, together with a prepayment charge
equal to the following percentage of the outstanding principal amount (including any accrued
payment-in-kind interest added as principal pursuant to the terms herein) being prepaid: if such
Advance amounts are prepaid in any of the first twelve (12) months following the applicable
Advance Date, 3.0%; after twelve (12) months but prior to twenty four (24) months, 2.0%; and
thereafter, 1.0% (each, a “Prepayment Charge”). Borrower agrees that the Prepayment Charge is
a reasonable calculation of Lender’s lost profits in view of the difficulties and impracticality of
determining actual damages resulting from an early repayment of the Advances. Borrower shall
prepay the outstanding amount of all principal and accrued interest through the prepayment date
and the Prepayment Charge upon the occurrence of a Change in Control. Notwithstanding the
foregoing, Agent and Lender agree to waive the Prepayment Charge if Agent and Lender (in its
sole and absolute discretion) agree in writing to refinance the Advances prior to the Maturity
Date.

2.6[Reserved]
2.7Notes. If so requested by Lender by written notice to Borrower, then Borrower shall execute
and deliver to Lender (and/or, if applicable and if so specified in such notice, to any Person who
is an assignee of Lender pursuant to Section 11.13) (promptly after the Borrower’s receipt of
such notice) a Note or Notes to evidence Lender’s Loans.

2.8Pro Rata Treatment. Each payment (including prepayment) on account of any fee and any
reduction of the Term Loans shall be made pro rata according to the Term Commitments of the
relevant Lender.

SECTION 3. SECURITY INTEREST

3.1As security for the prompt and complete payment when due (whether on the payment dates or
otherwise) of all the Secured Obligations, Borrower grants to Agent a security interest in all of
Borrower’s right, title, and interest in and to the following personal property whether now owned
or hereafter acquired (collectively, the “Collateral”): (a) Receivables; (b) Equipment; (c)
Fixtures; (d) General Intangibles (including Intellectual Property); (e) Inventory; (f) Investment
Property; (g) Deposit Accounts; (h) Cash; (i) Goods;

and all other tangible and intangible personal property of Borrower whether now or hereafter
owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located,
and any of Borrower’s property in the possession or under the control of Agent; and, to the extent
not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions
and replacements for, and rents, profits and products of each of the foregoing.

3.2Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the
Collateral shall not include (a) any “intent to use” trademarks at all times prior to the first use
thereof, whether by the actual use thereof in commerce, the recording of a statement of use with
the United States Patent and Trademark Office or otherwise, and (b) nonassignable licenses or
contracts, which by their terms require the consent of the licensor thereof or another party (but
only to the extent such prohibition on transfer is enforceable under applicable law, including,
without limitation, Sections 9406, 9407 and 9408 of the UCC).

3.3The lien and security interest created hereunder shall promptly be released: (i) with respect to
all Collateral upon the payment in full of all Secured Obligations, (ii) with respect to Collateral
that is sold or to be sold as part of or in connection with any sale permitted under this Agreement
to a Person that is not Borrower, or (iii) if approved, authorized or ratified in writing in
accordance with this Agreement. Upon such release Agent shall, upon the request and at the sole
cost and expense of Borrower, assign, transfer and deliver to Borrower, against receipt and
without recourse to or warranty by Agent, such of the Collateral or any part thereof to be
released as may be in possession of Agent and as shall not have been sold or otherwise applied
pursuant to the terms hereof and proper documents and instruments (including UCC 3
termination financing statements or releases) acknowledging the release of such Collateral.

SECTION 4. CONDITIONS PRECEDENT TO LOAN

The obligations of Lender to make the Loan hereunder are subject to the satisfaction by
Borrower of the following conditions:
4.1Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Agent the
following:

(a)executed copies of the Loan Documents (other than the Warrant, which shall be an original),
Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents
and instruments reasonably required by Agent to effectuate the transactions contemplated hereby
or to create and perfect the Liens of Agent with respect to all Collateral, in all cases in form and
substance reasonably acceptable to Agent;

(b)certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the
Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and
transactions evidenced thereby;

(c)a certified copy of the Certificate of Incorporation and the Bylaws, each as amended through
the Closing Date, of Borrower;

(d)a certificate of good standing for Borrower from its state of incorporation and similar
certificates from all other jurisdictions in which it does business and where the failure to be
qualified would have a Material Adverse Effect;

(e)payment of the Due Diligence Fee and Facility Charge (to the extent not already paid) and
reimbursement of Agent’s and Lender’s current expenses reimbursable pursuant to this
Agreement, which amounts may be deducted from the initial Advance;

(f)duly executed payoff letter from Silicon Valley Bank, in form and substance reasonably
acceptable to Agent; and

(g)such other documents as Agent may reasonably request.

4.2All Advances. On each Advance Date:

(a)Agent shall have received (i) an Advance Request for the relevant Advance as required by
Section 2.2(b), as applicable, each duly executed by Borrower’s Chief Executive Officer or Chief
Financial Officer, and (ii) any other documents Agent may reasonably request.

(b)The representations and warranties set forth in this Agreement shall be true and correct in all
material respects on and as of the Advance Date with the same effect as though made on and as
of such date, except to the extent such representations and warranties expressly relate to an
earlier date.

(c)Borrower shall be in compliance with all the terms and provisions set forth herein and in each
other Loan Document on its part to be observed or performed, and at the time of and
immediately after such Advance no Event of Default shall have occurred and be continuing.

(d)Each Advance Request shall be deemed to constitute a representation and warranty by

Borrower on the relevant Advance Date as to the matters specified in paragraphs (b) and (c) of
this Section 4.2 and as to the matters set forth in the Advance Request.
4.3No Default. As of the Closing Date and each Advance Date, (i) no fact or condition exists
that would (or would, with the passage of time, the giving of notice, or both) constitute an Event
of Default and (ii) no event that has had or could reasonably be expected to have a Material
Adverse Effect has occurred and is continuing.

4.4Tranche III Facility Charge. Upon draw by Borrower of any Tranche III Term Loan
Advance, Borrower shall pay to Agent the Tranche III Facility Charge.

4.5Post-Closing Conditions.

(a)Within thirty (30) days after the Closing Date, Borrower shall have delivered to Agent copies
of all insurance policy binders with respect to the insurance policies required under Section 6.

(b)Within three (3) Business Days after the Closing Date, Borrower shall have delivered to
Agent an Account Control Agreement in form and substance

satisfactory to Agent with respect to Silicon Valley Bank account numbers XXXX6737,
XXXX0604 and XXXX5735.

(c)By December 31, 2016, Borrower shall have delivered to Agent a landlord waiver in form and
substance reasonably acceptable to Agent, executed by Borrower’s landlord at 3001 Bees Caves
Road, Austin, Texas.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF BORROWER

Borrower represents and warrants that:

5.1Corporate Status. Borrower is a corporation duly organized, legally existing and in good
standing under the laws of the State of Delaware, and is duly qualified as a foreign corporation in
all jurisdictions in which the nature of its business or location of its properties require such
qualifications and where the failure to be qualified could reasonably be expected to have a
Material Adverse Effect. Borrower’s present name, former names (if any), locations, place of
formation, tax identification number, organizational identification number and other information
are correctly set forth in Exhibit C, as may be updated by Borrower in a written notice (including
any Compliance Certificate) provided to Agent after the Closing Date.

5.2Collateral. Borrower owns the Collateral, free of all Liens, except for Permitted
Liens. Borrower has the power and authority to grant to Agent a Lien in the Collateral as
security for the Secured Obligations.

5.3Consents. Borrower’s execution, delivery and performance of this Agreement and all other
Loan Documents, and Borrower’s execution of the Warrant, (i) have been duly authorized by all
necessary corporate action of Borrower, (ii) will not result in the creation or imposition of any
Lien upon the Collateral, other than Permitted Liens and the Liens created by this Agreement and
the other Loan Documents, (iii) do not violate any provisions of Borrower’s Certificate or
Articles of Incorporation (as applicable), bylaws, or any, law, regulation, order, injunction,
judgment, decree or writ to which Borrower is subject and (iv) except as described on Schedule
5.3, do not violate any contract or agreement or require the consent or approval of any other
Person which has not already been obtained. The individual or individuals executing the Loan
Documents and the Warrant are duly authorized to do so.

5.4Material Adverse Effect. No event that has had or could reasonably be expected to have a
Material Adverse Effect has occurred and is continuing. Borrower is not aware of any event
likely to occur that is reasonably expected to result in a Material Adverse Effect.

5.5Actions Before Governmental Authorities. There are no actions, suits or proceedings at law
or in equity or by or before any governmental authority now pending or, to the knowledge of
Borrower, threatened against or affecting Borrower or its property, that is reasonably expected to
result in a Material Adverse Effect.

5.6Laws. Borrower is not in violation of any law, rule or regulation, or in default with respect to
any judgment, writ, injunction or decree of any governmental

authority, where such violation or default is reasonably expected to result in a Material Adverse
Effect. Borrower is not in default in any manner under any provision of any agreement or
instrument evidencing material Indebtedness, or any other material agreement to which it is a
party or by which it is bound. Borrower, its Affiliates and, to the knowledge of the Borrower
and its Affiliates, any agent or other party acting on behalf of Borrower or its Affiliates are in
compliance with all applicable anti-money laundering, economic sanctions and anti-bribery laws
and regulations, and none of the funds to be provided under this Agreement will be used, directly
or indirectly, for any activities in violation of such laws and regulations.

5.7Information Correct and Current. No information, report, Advance Request, financial

statement, exhibit or schedule furnished, by or on behalf of Borrower to Agent in connection
with any Loan Document or included therein or delivered pursuant thereto contained, or, when
taken as a whole, contains or will contain any material misstatement of fact or, when taken
together with all other such information or documents, omitted, omits or will omit to state any
material fact necessary to make the statements therein, in the light of the circumstances under
which they were, are or will be made, not materially misleading at the time such statement was
made or deemed made. Additionally, any and all financial or business projections (including the
Projections) provided by Borrower to Agent, whether prior to or after the Closing Date, shall be
(i) provided in good faith and based on the most current data and information available to
Borrower, and (ii) the most current of such projections provided to Borrower’s Board of
Directors (it being understood that such projections are subject to significant uncertainties and
contingencies, many of which are beyond the control of Borrower, that no assurance is given that
any particular projections will be realized, and that actual results may differ).

5.8Tax Matters. Except as described on Schedule 5.8 and except those being contested in good
faith with adequate reserves under GAAP, (a) Borrower has filed all material federal, state and
local tax returns that it is required to file, (b) Borrower has duly paid or fully reserved for all
taxes or installments thereof (including any interest or penalties) as and when due, which have or
may become due pursuant to such returns, and (c) Borrower has paid or fully reserved for any tax
assessment received by Borrower for the three (3) years preceding the Closing Date, if any
(including any taxes being contested in good faith and by appropriate proceedings).
5.9Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use,
the Intellectual Property material to Borrower’s business. Except as described on Schedule 5.9,
(i) to Borrower’s knowledge, each of the material Copyrights, Trademarks and Patents is valid
and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or
unenforceable, in whole or in part, and (iii) no claim has been made to Borrower that any
material part of the Intellectual Property violates the rights of any third party. Exhibit D is a true,
correct and complete list of each of Borrower’s Patents, registered Trademarks, registered
Copyrights, and material agreements under which Borrower licenses Intellectual Property from
third parties (other than shrink-wrap software licenses), together with application or registration
numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing
Date. Borrower is not in material breach of, nor has Borrower failed to perform any material
obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s
knowledge, no third

party to any such contract, license or agreement is in material breach thereof or has failed to
perform any material obligations thereunder.

5.10Intellectual Property. Except as described on Schedule 5.10, Borrower has all material
rights with respect to Intellectual Property necessary or material in the operation or conduct of
Borrower’s business as currently conducted and proposed to be conducted by
Borrower. Without limiting the generality of the foregoing, and in the case of Licenses, except
for restrictions that are unenforceable under Division 9 of the UCC, Borrower has the right, to
the extent required to operate Borrower’s business, to freely transfer, license or assign
Intellectual Property necessary or material in the operation or conduct of Borrower’s business as
currently conducted and proposed to be conducted by Borrower, without condition, restriction or
payment of any kind (other than license payments in the ordinary course of business) to any third
party, and Borrower owns or has the right to use, pursuant to valid licenses, all software
development tools, library functions, compilers and all other third-party software and other items
that are material to Borrower’s business and used in the design, development, promotion, sale,
license, manufacture, import, export, use or distribution of Borrower Products except customary
covenants in inbound license agreements and equipment leases where Borrower is the licensee or
lessee.

5.11Borrower Products. Except as described on Schedule 5.11, no Intellectual Property owned

by Borrower or Borrower Product has been or is subject to any actual or, to the knowledge of
Borrower, threatened litigation, proceeding (including any proceeding in the United States Patent
and Trademark Office or any corresponding foreign office or agency) or outstanding decree,
order, judgment, settlement agreement or stipulation that restricts in any manner Borrower’s use,
transfer or licensing thereof or that may affect the validity, use or enforceability thereof. There is
no decree, order, judgment, agreement, stipulation, arbitral award or other provision entered into
in connection with any litigation or proceeding that obligates Borrower to grant licenses or
ownership interest in any future Intellectual Property related to the operation or conduct of the
business of Borrower or Borrower Products. Borrower has not received any written notice or
claim, or, to the knowledge of Borrower, oral notice or claim, challenging or questioning
Borrower’s ownership in any Intellectual Property (or written notice of any claim challenging or
questioning the ownership in any licensed Intellectual Property of the owner thereof) or
suggesting that any third party has any claim of legal or beneficial ownership with respect
thereto nor, to Borrower’s knowledge, is there a reasonable basis for any such claim. Neither
Borrower’s use of its Intellectual Property nor the production and sale of Borrower Products
infringes the Intellectual Property or other rights of others.

5.12Financial Accounts. Exhibit E, as may be updated by the Borrower in a written notice

provided to Agent after the Closing Date, is a true, correct and complete list of (a) all banks and
other financial institutions at which Borrower or any Subsidiary maintains Deposit Accounts and
(b) all institutions at which Borrower or any Subsidiary maintains an account holding Investment
Property, and such exhibit correctly identifies the name, address and telephone number of each
bank or other institution, the name in which the account is held, a description of the purpose of
the account, and the complete account number therefor.

5.13Employee Loans. Borrower has no outstanding loans to any employee, officer or director of
the Borrower nor has Borrower guaranteed the payment of any loan made to an employee,
officer or director of the Borrower by a third party.

5.14Capitalization and Subsidiaries. Borrower’s capitalization as of the Closing Date is set forth
on Schedule 5.14 annexed hereto. Borrower does not own any stock, partnership interest or
other securities of any Person, except for Permitted Investments. Attached as Schedule 1, as may
be updated by Borrower in a written notice provided after the Closing Date, is a true, correct and
complete list of each Subsidiary. Collectively, all Subsidiaries of Borrower as of the Closing
Date do not (a) hold any assets in excess of $75,000, (b) have any liabilities (excluding, solely
those intercompany liabilities under GAAP existing on the Closing Date) in excess of $50,000 in
the aggregate, and (c) account for or generate any revenue.

SECTION 6. INSURANCE; INDEMNIFICATION

6.1Coverage. Borrower shall cause to be carried and maintained commercial general liability
insurance, on an occurrence form, against risks customarily insured against in Borrower’s line of
business. Such risks shall include the risks of bodily injury, including death, property damage,
personal injury, advertising injury, and contractual liability per the terms of the indemnification
agreement found in Section 6.3. Borrower must maintain a minimum of $2,000,000 of
commercial general liability insurance for each occurrence. Borrower has and agrees to maintain
a minimum of $2,000,000 of directors’ and officers’ insurance for each occurrence and
$5,000,000 in the aggregate. So long as there are any Secured Obligations outstanding,
Borrower shall also cause to be carried and maintained insurance upon the Collateral, insuring
against all risks of physical loss or damage howsoever caused, in an amount not less than the full
replacement cost of the Collateral, provided that such insurance may be subject to standard
exceptions and deductibles. At the time of renewal, Borrower shall deliver to Agent copies of
each insurance policy binder.

6.2Certificates. Borrower shall deliver to Agent certificates of insurance that evidence

Borrower’s compliance with its insurance obligations in Section 6.1 and the obligations
contained in this Section 6.2. Borrower’s insurance certificate shall state Agent (shown as
“Lender”, as Agent”) is an additional insured for commercial general liability, a loss payee for
all risk property damage insurance, subject to the insurer’s approval, and a loss payee for
property insurance and additional insured for liability insurance for any future insurance that
Borrower may acquire from such insurer. Attached to the certificates of insurance will be
additional insured endorsements for liability and lender’s loss payable endorsements for all risk
property damage insurance. All certificates of insurance will provide for a minimum of thirty
(30) days’ advance written notice to Agent of cancellation (other than cancellation for non-
payment of premiums, for which ten (10) days’ advance written notice shall be sufficient) or any
other change adverse to Agent’s interests. Any failure of Agent to scrutinize such insurance
certificates for compliance is not a waiver of any of Agent’s rights, all of which are reserved.

6.3Indemnity. Borrower agrees to indemnify and hold Agent, Lender and their officers,
directors, employees, agents, in-house attorneys, representatives and shareholders (each, an
“Indemnified Person”) harmless from and against any and all claims, costs, expenses, damages
and liabilities (including such claims, costs, expenses,

damages and liabilities based on liability in tort, including strict liability in tort), including
reasonable attorneys’ fees and disbursements and other costs of investigation or defense
(including those incurred upon any appeal) (collectively, “Liabilities”), that may be instituted or
asserted against or incurred by such Indemnified Person as the result of credit having been
extended, suspended or terminated under this Agreement and the other Loan Documents or the
administration of such credit, or in connection with or arising out of the transactions
contemplated hereunder and thereunder, or any actions or failures to act in connection therewith,
or arising out of the disposition or utilization of the Collateral, excluding in all cases Liabilities
to the extent resulting solely from any Indemnified Person’s gross negligence or willful
misconduct. Borrower agrees to pay, and to save Agent and Lender harmless from, any and all
liabilities with respect to, or resulting from any delay in paying, any and all excise, sales or other
similar taxes (excluding taxes imposed on or measured by the net income of Agent or Lender)
that may be payable or determined to be payable with respect to any of the Collateral or this
Agreement. In no event shall any Indemnified Person be liable on any theory of liability for any
special, indirect, consequential or punitive damages (including any loss of profits, business or
anticipated savings). This Section 6.3 shall survive the repayment of indebtedness under, and
otherwise shall survive the expiration or other termination of, the Loan Agreement.

SECTION 7. COVENANTS OF BORROWER

Borrower agrees as follows:

7.1Financial Reports. Borrower shall furnish to Agent the financial statements and reports listed
hereinafter (the “Financial Statements”):

(a)as soon as practicable (and in any event within forty (40) days) after the end of each month,
unaudited interim and year-to-date financial statements as of the end of such month (prepared on
a consolidated), including balance sheet and related statements of income and cash flows
accompanied by a report detailing any material contingencies (including the commencement of
any material litigation by or against Borrower) or any other occurrence that would reasonably be
expected to have a Material Adverse Effect, all certified by Borrower’s Chief Executive Officer
or Chief Financial Officer to the effect that they have been prepared in accordance with GAAP,
except (i) for the absence of footnotes, (ii) that they are subject to normal year-end adjustments,
and (iii) they do not contain certain non-cash items that are customarily included in quarterly and
annual financial statements;

(b)as soon as practicable (and in any event within forty (40) days) after the end of each calendar
quarter, unaudited interim and year-to-date financial statements as of the end of such calendar
quarter (prepared on a consolidated basis), including balance sheet and related statements of
income and cash flows accompanied by a report detailing any material contingencies (including
the commencement of any material litigation by or against Borrower) or any other occurrence
that would reasonably be expected to have a Material Adverse Effect, certified by Borrower’s
Chief Executive Officer or Chief Financial Officer to the effect that they have been prepared in
accordance with GAAP, except (i) for the absence of footnotes, and (ii) that they are subject to
normal year-end adjustments; as well as the most recent capitalization table for Borrower,
including the weighted average exercise price of employee stock options;

(c)as soon as practicable (and in any event within ninety (90) days) after the end of each fiscal
year, unqualified audited financial statements as of the end of such year (prepared on a
consolidated and consolidating basis, if applicable), including balance sheet and related
statements of income and cash flows, and setting forth in comparative form the corresponding
figures for the preceding fiscal year, certified by a firm of independent certified public
accountants selected by Borrower and reasonably acceptable to Agent, accompanied by any
management report from such accountants;

(d)as soon as practicable (and in any event within forty (40) days) after the end of each month, a
Compliance Certificate in the form of Exhibit F;

(e)as soon as practicable (and in any event within forty (40) days) after the end of each month, a
report showing agings of accounts receivable and accounts payable;

(f)promptly after the sending or filing thereof, as the case may be, copies of any proxy
statements, financial statements or reports that Borrower has made available to its shareholders
and copies of any regular, periodic and special reports or registration statements that Borrower
files with the Securities and Exchange Commission or any governmental authority that may be
substituted therefor, or any national securities exchange;

(g)within forty-five (45) days following each meeting of the Board of Directors, copies of all
notices, consents and other materials that Borrower provides to its directors in connection with
meetings of the Board of Directors, and concurrently with delivery to Borrower’s outside auditor
firm, but in no event less frequently than quarterly within forty-five (45) days after quarter end,
minutes of such meeting; provided that in all cases Borrower may exclude confidential
compensation information, any attorney-client privileged information and any information that
may raise a conflict of interest with respect to Agent or the Lenders;

(h)(i) as soon as available, but no later than December 15 of each calendar year after the Closing
Date, financial and business projections covering January 1 through February 28 of the following
calendar year prepared in good faith by Borrower’s management and certified in writing by the
Chief Executive Officer or Chief Financial Officer of Borrower and in form and substance
acceptable to Agent in its sole discretion, and (ii) as soon as available, but no later than February
28 of each calendar year after the Closing Date, financial and business projections covering
March 1 through December 31 of that calendar year approved by Borrower’s Board of Directors
and in form and substance acceptable to Agent in its sole discretion;

(i)copies of insurance documents required in Section 6 (including copies of such insurance

policy binders) upon the inception and renewal of any such insurance policy; and

(j)budgets, operating plans and other financial information reasonably requested by Agent.

Without Lender’s consent, not to be unreasonably withheld, Borrower shall not (a) make any
change in its accounting policies or reporting practices, except as required by GAAP or

(b) make any change in its fiscal years or fiscal quarters. The fiscal year of Borrower shall end
on December 31.

The executed Compliance Certificate may be sent via email to Agent at

legal@herculestech.com. All Financial Statements required to be delivered pursuant to
clauses (a), (b) and (c) shall be sent via e-mail to financialstatements@herculestech.com with a
copy to legal@herculestech.com provided, that if e-mail is not available or sending such
Financial Statements via e-mail is not possible, they shall be sent to Agent at:
legal@herculestech.com, attention Chief Credit Officer.

Notwithstanding the foregoing, documents required to be delivered pursuant to the terms hereof
(to the extent any such documents are included in materials otherwise filed with the SEC) may
be delivered electronically and if so delivered, shall be deemed to have been delivered on the
date on which Borrower emails a link thereto to Agent; provided that Borrower shall directly
provide Agent all Financial Statements required to be delivered pursuant to Section 7.1(b) and
(c) hereunder.

7.2Management Rights. Borrower shall permit any representative that Agent or Lender
authorizes, including its attorneys and accountants, to inspect the Collateral and examine and
make copies and abstracts of the books of account and records of Borrower at reasonable times
and upon reasonable notice during normal business hours; provided, however, that so long as no
Event of Default has occurred and is continuing, such examinations shall be limited to no more
often than twice per fiscal year. In addition, any such representative shall have the right to meet
with management and officers of Borrower to discuss such books of account and records. In
addition, Agent or Lender shall be entitled at reasonable times and intervals to consult with and
advise the management and officers of Borrower concerning significant business issues affecting
Borrower. Such consultations shall not unreasonably interfere with Borrower’s business
operations. The parties intend that the rights granted Agent and Lender shall constitute
“management rights” within the meaning of 29 C.F.R. Section 2510.3-101(d)(3)(ii), but that any
advice, recommendations or participation by Agent or Lender with respect to any business issues
shall not be deemed to give Agent or Lender, nor be deemed an exercise by Agent or Lender of,
control over Borrower’s management or policies.

7.3Further Assurances. Borrower shall from time to time execute, deliver and file, alone or with
Agent, any financing statements, security agreements, collateral assignments, notices, control
agreements, or other documents to perfect or give the highest priority to Agent’s Lien on the
Collateral. Borrower shall from time to time procure any instruments or documents as may be
reasonably requested by Agent, and take all further action that may be necessary, or that Agent
may reasonably request, to perfect and protect the Liens granted hereby and thereby. In addition,
and for such purposes only, Borrower hereby authorizes Agent to execute and deliver on behalf
of Borrower and to file such financing statements (including an indication that the financing
statement covers “all assets or all personal property” of Borrower in accordance with Section 9-
504 of the UCC), collateral assignments, notices, control agreements, security agreements and
other documents without the signature of Borrower either in Agent’s name or in the name of
Agent as agent and attorney-in-fact for Borrower. Borrower shall protect and defend Borrower’s
title to the Collateral and Agent’s Lien thereon against all Persons claiming any interest adverse
to Borrower or Agent other than Permitted Liens.

7.4Indebtedness. Borrower shall not create, incur, assume, guarantee or be or remain liable with
respect to any Indebtedness, or permit any Subsidiary to do so, other than Permitted
Indebtedness, or prepay any Indebtedness or take any actions which impose on Borrower an
obligation to prepay any Indebtedness, except for (a) the conversion of Indebtedness into equity
securities and the payment of cash in lieu of fractional shares in connection with such
conversion, (b) purchase money Indebtedness pursuant to its then applicable payment schedule,
(c) prepayment by any Subsidiary of (i) inter-company Indebtedness owed by such Subsidiary to
any Borrower, or (ii) if such Subsidiary is not a Borrower, intercompany Indebtedness owed by
such Subsidiary to another Subsidiary that is not a Borrower, (d) to the extent permitted under
the Bank Line Intercreditor Agreement, prepayment of the Bank Line, and (e) as otherwise
permitted hereunder or approved in writing by Agent.

7.5Collateral. Borrower shall at all times keep the Collateral and all other property and assets
used in Borrower’s business or in which Borrower now or hereafter holds any interest free and
clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give
Agent prompt written notice of any legal process affecting the Collateral, such other property and
assets, or any Liens thereon, provided however, that the Collateral and such other property and
assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on
Intellectual Property. Borrower shall not agree with any Person other than Agent, Lender and
Bank not to encumber its property, other than customary anti-assignment provisions in purchase
money security interest transactions, licenses and leases, in each case customary in Borrower’s
industry. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its
assets from and against all Persons claiming any interest adverse to such Subsidiary, and
Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets
free and clear from any legal process or Liens whatsoever (except for Permitted Liens, provided
however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent
prompt written notice of any legal process affecting such Subsidiary’s assets.

7.6Investments. Borrower shall not directly or indirectly acquire or own, or make any
Investment in or to any Person, or permit any of its Subsidiaries so to do, other than Permitted
Investments.

7.7Distributions. Borrower shall not, and shall not allow any Subsidiary to, (a) repurchase or
redeem any class of stock or other equity interest other than pursuant to employee, director or
consultant repurchase plans or other similar agreements, provided, however, in each case the
repurchase or redemption price does not exceed the original consideration paid for such stock or
equity interest, or (b) declare or pay any cash dividend or make a cash distribution on any class
of stock or other equity interest, except that (i) a Subsidiary may pay dividends or make
distributions to Borrower and (ii) Borrower may pay dividends approved by its board of directors
with respect to its Series B stock, subject to Lender’s prior written consent, or (c) lend money to
any employees, officers or directors or guarantee the payment of any such loans granted by a
third party in excess of $100,000 in the aggregate during the term of this Agreement or
(d) waive, release or forgive any Indebtedness owed by any employees, officers or directors in
excess of $100,000 in the aggregate during the term of this Agreement.

7.8Transfers. Except for Permitted Transfers, Borrower shall not, and shall not allow any
Subsidiary to, voluntarily or involuntarily transfer, sell, lease, license, lend or in any other
manner convey any equitable, beneficial or legal interest in any material portion of its assets.

7.9Mergers or Acquisitions. Borrower shall not merge or consolidate, or permit any of its
Subsidiaries to merge or consolidate, with or into any other business organization (other than
mergers or consolidations of (a) a Subsidiary which is not a Borrower into another Subsidiary or
into Borrower or (b) a Borrower into another Borrower), or acquire, or permit any of its
Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person.

7.10Taxes. Borrower and its Subsidiaries shall pay when due all material taxes, fees or other
charges of any nature whatsoever (together with any related interest or penalties) now or
hereafter imposed or assessed against Borrower, Agent, Lender or the Collateral or upon
Borrower’s ownership, possession, use, operation or disposition thereof or upon Borrower’s
rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date
therefor all personal property tax returns in respect of the Collateral. Notwithstanding the
foregoing, Borrower may contest, in good faith and by appropriate proceedings, taxes for which
Borrower maintains adequate reserves therefor in accordance with GAAP.

7.11Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name,
legal form or jurisdiction of formation without twenty (20) days’ prior written notice to
Agent. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower
nor any Subsidiary shall relocate its chief executive office or its principal place of business
unless: (i) it has provided prior written notice to Agent; and (ii) such relocation shall be within
the continental United States of America. Neither Borrower nor any Subsidiary shall relocate
any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y)
relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z)
relocations of Collateral from a location described on Exhibit C to another location described on
Exhibit C) unless (i) it has provided prompt written notice to Agent, (ii) such relocation is within
the continental United States of America and, (iii) if such relocation is to a third party bailee, it
has delivered a bailee agreement in form and substance reasonably acceptable to Agent.

7.12Deposit Accounts. Neither Borrower nor any Subsidiary shall maintain any Deposit
Accounts, or accounts holding Investment Property, except (a) with respect to which Agent has
an Account Control Agreement or (b) those Subsidiary accounts listed in Exhibit J and subject to
the dollar limits listed therein. Notwithstanding the foregoing, (x) Borrower may maintain the
Deposit Accounts with Bank of America set forth in Exhibit E without an Account Control
Agreement, provided (i) account number XXXX2850 (A) solely holds amounts held in trust for
transfer to the beneficiary of such funds, eLoyalty LLC (which, at any time such account has a
balance greater than zero, Borrower shall transfer to eLoyalty LLC all funds in such account
within five (5) Business Days) and (B) contains no funds in which Borrower has any title or
interest, (ii) account number XXXX9473 shall not have a balance exceeding $25,000 at any time
and (iii) by December 31, 2016 Borrower shall close all such accounts or make them subject to
an Account Control Agreement in favor of Agent, (y) Borrower may maintain account number

XXXX1655 with Silicon Valley Bank without an Account Control Agreement, provided such
account shall not have a balance exceeding the lower of (i) $5,038,753 (as such amount may be
increased by Agent in writing in its sole discretion) and (ii) the amount of cash collateral
required to support Borrower’s letter of credit obligations with Silicon Valley Bank and (z)
Borrower may maintain account number XXXX2192 with Silicon Valley Bank without an
Account Control Agreement, provided such account is a true zero balance account with no
permanent balance.

7.13Borrower shall notify Agent of each Subsidiary formed subsequent to the Closing Date and,
within fifteen (15) days of formation, shall cause any such Subsidiary to execute and deliver to
Agent a Joinder Agreement.

7.14Permitted Subsidiaries. Borrower agrees (a) that, collectively, all Subsidiaries that have not
entered into a Joinder Agreement shall (A) not hold any assets not held as of the Closing Date or
incur any liabilities not incurred as of the Closing Date and (B) not generate or account for any
revenue and (b) to dissolve each Subsidiary existing on the Closing Date that has not entered into
a Joinder Agreement by the Dissolution Date; provided that if any such Subsidiary is not
dissolved by the Dissolution Date (subject to any extensions permitted in that definition), such
Subsidiary shall execute a Joinder Agreement and become a co-borrower hereunder.

7.15Notification of Event of Default. Borrower shall notify Agent immediately of the

occurrence of any Event of Default.

7.16[Reserved]

7.17Financial covenants.

(a)Subscription Revenues. Borrower shall achieve at least 80% of the Subscription Revenues
forecasted in the Projections (and consistent in all respects with the method for determining
“Subscription Revenue” in the Projections and in Borrower’s public disclosure with the SEC as
of the Closing Date), measured monthly on a trailing six month basis on the last day of each
month, as set forth in the Projections and subject to verification by Agent (including supporting
documentation requested by Agent).

(b)Minimum Cash. At all times prior to achievement of the Unrestricted Cash Milestone,
Borrower shall maintain Unrestricted Cash in an amount greater than or equal to Seven Million
Five Hundred Thousand Dollars ($7,500,000) plus the amount of Borrower’s accounts payable
under GAAP in excess of $100,000 and not paid after the 90th day following the invoice date for
such accounts payable. From and after the date on which the Borrower achieves the Unrestricted
Cash Milestone, Borrower shall only be required to maintain Unrestricted Cash greater than or
equal to Six Million Dollars ($6,000,000) plus the amount of Borrower’s accounts payable under
GAAP in excess of $100,000 and not paid after the 90th day following the invoice date for such
accounts payable.

Borrower shall provide Agent evidence of compliance with the financial covenants under this
Section 7.17 in each Compliance Certificate and upon request in form and substance reasonably
acceptable to Agent and supporting documentation reasonably requested by

Agent, including certification of such compliance by the Chief Executive Officer or Chief
Financial Officer of Borrower.

SECTION 8. [RESERVED]

SECTION 9. EVENTS OF DEFAULT

The occurrence of any one or more of the following events shall be an Event of Default:

9.1Payments. Borrower fails to pay any amount due under this Agreement or any of the other
Loan Documents on the due date; provided, however, that an Event of Default shall not occur on
account of a failure to pay due solely to an administrative or operational error of Agent or Lender
or Borrower’s bank if Borrower had the funds to make the payment when due and makes the
payment within three (3) Business Days following Borrower’s knowledge of such failure to pay;
or

9.2Covenants. Borrower breaches or defaults in the performance of any covenant or Secured

Obligation under this Agreement, or any of the other Loan Documents or any other agreement
among Borrower, Agent and Lender, and (a) with respect to a default under any covenant under
this Agreement (other than under Sections 4.5, 6, 7.4, 7.5, 7.6, 7.7, 7.8, 7.9, 7.14, 7.15 and 7.17),
any other Loan Document or any other agreement among Borrower, Agent and Lender, such
default continues for more than ten (10) days after the earlier of the date on which (i) Agent or
Lender has given notice of such default to Borrower and (ii) Borrower has actual knowledge of
such default or (b) with respect to a default under any of Sections 4.5, 6, 7.4, 7.5, 7.6, 7.7, 7.8,
7.9, 7.14, 7.15 and 7.17 the occurrence of such default; or

9.3Material Adverse Effect. A circumstance has occurred that would reasonably be expected to
have a Material Adverse Effect; or

9.4Representations. Any representation or warranty made by Borrower in any Loan Document

or in the Warrant shall have been false or misleading in any material respect when made or when
deemed made; or

9.5Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or
(ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the
Loan Documents, or shall become insolvent; or (iii) shall file a voluntary petition in bankruptcy;
or (iv) shall file any petition, answer, or document seeking for itself any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar relief under any
present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek or
consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or
of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or
(vi) shall cease operations of its business as its business has normally been conducted, or
terminate substantially all of its employees; or (vii) Borrower or its directors or majority
shareholders shall take any action initiating any of the foregoing actions described in clauses (i)
through (vi); or (B) either (i) thirty (30) days shall have expired after the commencement of an
involuntary action against Borrower seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or future statute, law or
regulation, without such action being dismissed or all orders or proceedings thereunder affecting
the operations or the

business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter
be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file
any answer admitting or not contesting the material allegations of a petition filed against
Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall
enter a decree or order granting the relief sought in any such proceedings; or (v) thirty (30) days
shall have expired after the appointment, without the consent or acquiescence of Borrower, of
any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of
Borrower without such appointment being vacated; or

9.6Attachments; Judgments. Any portion of Borrower’s assets is attached or seized, or a levy is

filed against any such assets, or a judgment or judgments is/are entered for the payment of
money (not covered by independent third party insurance as to which liability has not been
rejected by such insurance carrier), individually or in the aggregate, of at least $250,000, and
such attachment, seizure, levy or judgment remains unsatisfied, unvacated or unstayed for a
period of twenty (20) days after the entry thereof, or Borrower is enjoined or in any way
prevented by court order from conducting any part of its business; or

9.7Other Obligations. The occurrence of any default under any agreement or obligation of
Borrower involving any Indebtedness in excess of $250,000; or

9.8Stop Trade. At any time, an SEC stop trade order or NASDAQ market trading suspension of
the common stock shall be in effect for five (5) consecutive days or five (5) days during a period
of ten (10) consecutive days, excluding in all cases a suspension of all trading on a public
market, provided that Borrower shall not have been able to cure such trading suspension within
thirty (30) days of the notice thereof or list the common stock on another public market within
sixty (60) days of such notice.

SECTION 10. REMEDIES

10.1General. Upon and during the continuance of any one or more Events of Default, (i) Agent
may, and at the direction of the Required Lenders shall, accelerate and demand payment of all or
any part of the Secured Obligations together with a Prepayment Charge and declare them to be
immediately due and payable (provided, that upon the occurrence of an Event of Default of the
type described in Section 9.5, all of the Secured Obligations shall automatically be accelerated
and made due and payable, in each case without any further notice or act), (ii) Agent may, at its
option, sign and file in Borrower’s name any and all collateral assignments, notices, control
agreements, security agreements and other documents it deems necessary or appropriate to
perfect or protect the repayment of the Secured Obligations, and in furtherance thereof, Borrower
hereby grants Agent an irrevocable power of attorney coupled with an interest, and (iii) Agent
may notify any of Borrower’s account debtors to make payment directly to Agent, compromise
the amount of any such account on Borrower’s behalf and endorse Agent’s name without
recourse on any such payment for deposit directly to Agent’s account. Agent may, and at the
direction of the Required Lenders shall, exercise all rights and remedies with respect to the
Collateral under the Loan Documents or otherwise available to it under the UCC and other
applicable law, including the right to release, hold, sell, lease, liquidate, collect, realize upon, or
otherwise dispose of all or any part of the Collateral and the right to occupy, utilize,

process and commingle the Collateral. All Agent’s rights and remedies shall be cumulative and
not exclusive.

10.2Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of
Default, Agent may, and at the direction of the Required Lenders shall, at any time or from time
to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or
all of the Collateral, in its then condition or following any commercially reasonable preparation
or processing, in such order as Agent may elect. Any such sale may be made either at public or
private sale at its place of business or elsewhere. Borrower agrees that any such public or private
sale may occur upon ten (10) calendar days’ prior written notice to Borrower. Agent may
require Borrower to assemble the Collateral and make it available to Agent at a place designated
by Agent that is reasonably convenient to Agent and Borrower. The proceeds of any sale,
disposition or other realization upon all or any part of the Collateral shall be applied by Agent in
the following order of priorities:

First, to Agent and Lender in an amount sufficient to pay in full Agent’s and Lender’s reasonable
costs and professionals’ and advisors’ fees and expenses as described in Section 11.11;

Second, to Lender in an amount equal to the then unpaid amount of the Secured Obligations
(including principal, interest, and the Default Rate interest), in such order and priority as Agent
may choose in its sole discretion; and

Finally, after the full and final payment in Cash of all of the Secured Obligations (other than
inchoate obligations), to any creditor holding a junior Lien on the Collateral, or to Borrower or its
representatives or as a court of competent jurisdiction may direct.

Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of
any of the Collateral if it complies with the obligations of a secured party under the UCC.

10.3No Waiver. Agent shall be under no obligation to marshal any of the Collateral for the
benefit of Borrower or any other Person, and Borrower expressly waives all rights, if any, to
require Agent to marshal any Collateral.

10.4Cumulative Remedies. The rights, powers and remedies of Agent hereunder shall be in
addition to all rights, powers and remedies given by statute or rule of law and are
cumulative. The exercise of any one or more of the rights, powers and remedies provided herein
shall not be construed as a waiver of or election of remedies with respect to any other rights,
powers and remedies of Agent.
SECTION 11. MISCELLANEOUS

11.1Severability. Whenever possible, each provision of this Agreement shall be interpreted in

such manner as to be effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective
only to the extent and duration of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.

11.2Notice. Except as otherwise provided herein, any notice, demand, request, consent,
approval, declaration, service of process or other communication (including the delivery of
Financial Statements) that is required, contemplated, or permitted under the Loan Documents or
with respect to the subject matter hereof shall be in writing, and shall be deemed to have been
validly served, given, delivered, and received upon the earlier of: (i) the day of transmission by
electronic mail or hand delivery or delivery by an overnight express service or overnight mail
delivery service; or (ii) the third calendar day after deposit in the United States of America mails,
with proper first class postage prepaid, in each case addressed to the party to be notified as
follows:

(a)If to Agent or Lender:

LENDER
Legal Department
Attention: Chief Legal Officer and Shant Sood
400 Hamilton Avenue, Suite 310
Palo Alto, CA 94301
email: legal@herculestech.com and ssood@herculestech.com
Telephone: 650-289-3060

(b)If to Borrower:

Borrower

Attention: General Counsel and Corporate Secretary, with copy to Chief Financial Officer
200 West Madison Street, Suite 3100
Chicago, IL 60606
email: chris.carsen@mattersight.com
Telephone: 312-343-4452

or to such other address as each party may designate for itself by like notice.

11.3Entire Agreement; Amendments.

(a)This Agreement and the other Loan Documents constitute the entire agreement and
understanding of the parties hereto in respect of the subject matter hereof and thereof, and
supersede and replace in their entirety any prior proposals, term sheets, non-disclosure or
confidentiality agreements, letters, negotiations or other documents or agreements, whether
written or oral, with respect to the subject matter hereof or thereof (including Agent’s revised
proposal letter dated June 28, 2016).
(b)Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be
amended, supplemented or modified except in accordance with the provisions of this Section
11.3(b). The Required Lenders and Borrower party to the relevant Loan Document may, or, with
the written consent of the Required Lenders, the Agent and the Borrower party to the relevant
Loan Document may, from time to time, (i) enter into written amendments, supplements or
modifications hereto and to the other Loan Documents for the purpose of adding any provisions
to this Agreement or the other Loan Documents or changing in any manner the rights of the
Lenders or of the Borrower

hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or
the Agent, as the case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment, supplement or
modification shall (A) forgive the principal amount or extend the final scheduled date of maturity
of any Loan, extend the scheduled date of any amortization payment in respect of any Term
Loan or reduce the stated rate of any interest or fee payable hereunder) or extend the scheduled
date of any payment thereof, in each case without the written consent of each Lender directly
affected thereby; (B) eliminate or reduce the voting rights of any Lender under this Section
11.3(b) without the written consent of such Lender; (C) reduce any percentage specified in the
definition of Required Lenders, consent to the assignment or transfer by the Borrower of any of
its rights and obligations under this Agreement and the other Loan Documents, release all or
substantially all of the Collateral or release a Borrower from its obligations under the Loan
Documents, in each case without the written consent of all Lenders; or (D) amend, modify or
waive any provision of Section 11.17 without the written consent of the Agent. Any such waiver
and any such amendment, supplement or modification shall apply equally to each Lender and
shall be binding upon Borrower, the Lender, the Agent and all future holders of the Loans.

11.4No Strict Construction. The parties hereto have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Agreement.

11.5No Waiver. The powers conferred upon Agent and Lender by this Agreement are solely to
protect its rights hereunder and under the other Loan Documents and its interest in the Collateral
and shall not impose any duty upon Agent or Lender to exercise any such powers. No omission
or delay by Agent or Lender at any time to enforce any right or remedy reserved to it, or to
require performance of any of the terms, covenants or provisions hereof by Borrower at any time
designated, shall be a waiver of any such right or remedy to which Agent or Lender is entitled,
nor shall it in any way affect the right of Agent or Lender to enforce such provisions thereafter.

11.6Survival. All agreements, representations and warranties contained in this Agreement and
the other Loan Documents or in any document delivered pursuant hereto or thereto shall be for
the benefit of Agent and Lender and shall survive the execution and delivery of this Agreement.
Section 6.3 shall survive the termination of this Agreement.
11.7Successors and Assigns. The provisions of this Agreement and the other Loan Documents
shall inure to the benefit of and be binding on Borrower and its permitted assigns (if
any). Borrower shall not assign its obligations under this Agreement or any of the other Loan
Documents without Agent’s express prior written consent, and any such attempted assignment
shall be void and of no effect. Agent and Lender may assign, transfer, or endorse its rights
hereunder and under the other Loan Documents without prior notice to Borrower, and all of such
rights shall inure to the benefit of Agent’s and Lender’s successors and assigns; provided that as
long as no Event of Default has occurred and is continuing, neither Agent nor any Lender may
assign, transfer or endorse its rights

hereunder or under the Loan Documents to any party that is a direct competitor of Borrower (as
reasonably determined by Agent), it being acknowledged that in all cases, any transfer to an
Affiliate of any Lender or Agent shall be allowed.

11.8Governing Law. This Agreement and the other Loan Documents have been negotiated and
delivered to Agent and Lender in the State of California, and shall have been accepted by Agent
and Lender in the State of California. Payment to Agent and Lender by Borrower of the Secured
Obligations is due in the State of California. This Agreement and the other Loan Documents
shall be governed by, and construed and enforced in accordance with, the laws of the State of
California, excluding conflict of laws principles that would cause the application of laws of any
other jurisdiction.

11.9Consent to Jurisdiction and Venue. All judicial proceedings (to the extent that the reference
requirement of Section 11.10 is not applicable) arising in or under or related to this Agreement or
any of the other Loan Documents may be brought in any state or federal court located in the
State of California. By execution and delivery of this Agreement, each party hereto generally
and unconditionally: (a) consents to nonexclusive personal jurisdiction in Santa Clara County,
State of California; (b) waives any objection as to jurisdiction or venue in Santa Clara County,
State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in
the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in
connection with this Agreement or the other Loan Documents. Service of process on any party
hereto in any action arising out of or relating to this Agreement shall be effective if given in
accordance with the requirements for notice set forth in Section 11.2, and shall be deemed
effective and received as set forth in Section 11.2. Nothing herein shall affect the right to serve
process in any other manner permitted by law or shall limit the right of either party to bring
proceedings in the courts of any other jurisdiction.

11.10Mutual Waiver of Jury Trial / Judicial Reference.

(a)Because disputes arising in connection with complex financial transactions are most quickly
and economically resolved by an experienced and expert Person and the parties wish applicable
state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes
be resolved by a judge applying such applicable laws. EACH OF BORROWER, AGENT AND
LENDER SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF
ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY
CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY
BORROWER AGAINST AGENT, LENDER OR THEIR RESPECTIVE ASSIGNEE OR BY
AGENT, LENDER OR THEIR RESPECTIVE ASSIGNEE AGAINST BORROWER. This
waiver extends to all such Claims, including Claims that involve Persons other than Agent,
Borrower and Lender; Claims that arise out of or are in any way connected to the relationship
among Borrower, Agent and Lender; and any Claims for damages, breach of contract, tort,
specific performance, or any equitable or legal relief of any kind, arising out of this Agreement,
any other Loan Document.

(b)If the waiver of jury trial set forth in Section 11.10(a) is ineffective or unenforceable, the
parties agree that all Claims shall be resolved by reference to a private judge sitting without a
jury, pursuant to Code of Civil Procedure Section 638, before a

mutually acceptable referee or, if the parties cannot agree, a referee selected by the Presiding
Judge of the Santa Clara County, California. Such proceeding shall be conducted in Santa Clara
County, California, with California rules of evidence and discovery applicable to such
proceeding.

(c)In the event Claims are to be resolved by judicial reference, either party may seek from a court
identified in Section 11.9, any prejudgment order, writ or other relief and have such prejudgment
order, writ or other relief enforced to the fullest extent permitted by law notwithstanding that all
Claims are otherwise subject to resolution by judicial reference.

11.11Professional Fees. Borrower promises to pay Agent’s and Lender’s fees and expenses
necessary to finalize the loan documentation, including but not limited to reasonable attorneys’
fees, UCC searches, filing costs, and other miscellaneous expenses. In addition, Borrower
promises to pay any and all reasonable attorneys’ and other professionals’ fees and expenses
incurred by Agent and Lender after the Closing Date in connection with or related to: (a) the
Loan; (b) the administration, collection, or enforcement of the Loan; (c) the amendment or
modification of the Loan Documents; (d) any waiver, consent, release, or termination under the
Loan Documents; (e) the protection, preservation, audit, field exam, sale, lease, liquidation, or
disposition of Collateral or the exercise of remedies with respect to the Collateral; (f) any legal,
litigation, administrative, arbitration, or out of court proceeding in connection with or related to
Borrower or the Collateral, and any appeal or review thereof; and (g) any bankruptcy,
restructuring, reorganization, assignment for the benefit of creditors, workout, foreclosure, or
other action related to Borrower, the Collateral, the Loan Documents, including representing
Agent or Lender in any adversary proceeding or contested matter commenced or continued by or
on behalf of Borrower’s estate, and any appeal or review thereof.

11.12Confidentiality. Agent and Lender acknowledge that certain items of Collateral and
information provided to Agent and Lender by Borrower are confidential and proprietary
information of Borrower, if and to the extent such information either (x) is marked as
confidential by Borrower at the time of disclosure, or (y) should reasonably be understood to be
confidential (the “Confidential Information”). Accordingly, Agent and Lender agree that any
Confidential Information it may obtain in the course of acquiring, administering, or
perfecting Agent’s security interest in the Collateral shall not be disclosed to any other Person or
entity in any manner whatsoever, in whole or in part, without the prior written consent of
Borrower, except that Agent and Lender may disclose any such information: (a) to its own
directors, officers, employees, accountants, counsel and other professional advisors and to its
Affiliates if Agent or Lender in their sole discretion determines that any such party should have
access to such information in connection with such party’s responsibilities in connection with the
Loan or this Agreement and, provided that such recipient of such Confidential Information either
(i) agrees to be bound by the confidentiality provisions of this paragraph or (ii) is otherwise
subject to confidentiality restrictions that reasonably protect against the disclosure of
Confidential Information; (b) if such information is generally available to the public; (c) if
required or appropriate in any report, statement or testimony submitted to any governmental
authority having or claiming to have jurisdiction over Agent or Lender; (d) if required or
appropriate in response to any summons or subpoena or in connection with any litigation, to the
extent permitted or deemed advisable by Agent’s or Lender’s counsel;

(e) to comply with any legal requirement or law applicable to Agent or Lender; (f) to the extent
reasonably necessary in connection with the exercise of any right or remedy under any Loan
Document, including Agent’s sale, lease, or other disposition of Collateral after default; (g) to
any participant or assignee of Agent or Lender or any prospective participant or assignee;
provided, that such participant or assignee or prospective participant or assignee agrees in
writing to be bound by this Section prior to disclosure; or (h) otherwise with the prior consent of
Borrower; provided, that any disclosure made in violation of this Agreement shall not affect the
obligations of Borrower or any of its Affiliates or any guarantor under this Agreement or the
other Loan Documents; provided in the case of (d), that to the extent reasonably practical and
legally permissible, Lender provides reasonable notice thereof to Borrower to permit Borrower
to contest such response and/or obtain a protective order with respect thereto.

11.13Assignment of Rights. Borrower acknowledges and understands that Agent or Lender

may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the
Loan Documents to any Person or entity (an “Assignee”). After such assignment the term
“Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and
such Assignee shall be vested with all rights, powers and remedies of Agent and Lender
hereunder with respect to the interest so assigned; but with respect to any such interest not so
transferred, Agent and Lender shall retain all rights, powers and remedies hereby given. No such
assignment by Agent or Lender shall relieve Borrower of any of its obligations
hereunder. Lender agrees that in the event of any transfer by it of the Note(s)(if any), it will
endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been
paid at the time of such transfer and as to the date to which interest shall have been last paid
thereon.

11.14Revival of Secured Obligations. This Agreement and the Loan Documents shall remain in
full force and effect and continue to be effective if any petition is filed by or against Borrower
for liquidation or reorganization, if Borrower becomes insolvent or makes an assignment for the
benefit of creditors, if a receiver or trustee is appointed for all or any significant part of
Borrower’s assets, or if any payment or transfer of Collateral is recovered from Agent or
Lender. The Loan Documents and the Secured Obligations and Collateral security shall continue
to be effective, or shall be revived or reinstated, as the case may be, if at any time payment and
performance of the Secured Obligations or any transfer of Collateral to Agent, or any part thereof
is rescinded, avoided or avoidable, reduced in amount, or must otherwise be restored or returned
by, or is recovered from, Agent, Lender or by any obligee of the Secured Obligations, whether as
a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment,
performance, or transfer of Collateral had not been made. In the event that any payment, or any
part thereof, is rescinded, reduced, avoided, avoidable, restored, returned, or recovered, the Loan
Documents and the Secured Obligations shall be deemed, without any further action or
documentation, to have been revived and reinstated except to the extent of the full, final, and
indefeasible payment to Agent or Lender in Cash.

11.15Counterparts. This Agreement and any amendments, waivers, consents or supplements

hereto may be executed in any number of counterparts, and by different parties hereto in separate
counterparts, each of which when so delivered shall be deemed an original, but all of which
counterparts shall constitute but one and the same instrument.

11.16No Third Party Beneficiaries. No provisions of the Loan Documents are intended, nor will
be interpreted, to provide or create any third-party beneficiary rights or any other rights of any
kind in any Person other than Agent, Lender and Borrower unless specifically provided
otherwise herein, and, except as otherwise so provided, all provisions of the Loan Documents
will be personal and solely among Agent, the Lender and the Borrower.

11.17Agency.

(a)Lender hereby irrevocably appoints Lender to act on its behalf as the Agent hereunder and
under the other Loan Documents and authorizes the Agent to take such actions on its behalf and
to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together
with such actions and powers as are reasonably incidental thereto.

(b)Lender agrees to indemnify the Agent in its capacity as such (to the extent not reimbursed by
Borrower and without limiting the obligation of Borrower to do so), according to its respective
Term Commitment percentages (based upon the total outstanding Term Loan Commitments) in
effect on the date on which indemnification is sought under this Section 11.17, from and against
any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred
by or asserted against the Agent in any way relating to or arising out of, this Agreement, any of
the other Loan Documents or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted by the Agent
under or in connection with any of the foregoing; The agreements in this Section shall survive
the payment of the Loans and all other amounts payable hereunder.

(c)Agent in Its Individual Capacity. The Person serving as the Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Agent and the term “Lender” shall, unless otherwise expressly
indicated or unless the context otherwise requires, include each such Person serving as Agent
hereunder in its individual capacity.

(d)Exculpatory Provisions. The Agent shall have no duties or obligations except those expressly
set forth herein and in the other Loan Documents. Without limiting the generality of the
foregoing, the Agent shall not:

(i) be subject to any fiduciary or other implied duties, regardless of

 whether any default or any Event of Default has occurred and is
continuing;

(ii) have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Agent
is required to exercise as directed in writing by the Lender, provided
that the Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Agent to liability
or that is contrary to any Loan Document or applicable law; and

(iii) except as expressly set forth herein and in the other Loan Documents,
have any duty to disclose, and the Agent shall not be liable for the
failure to disclose, any information relating to the Borrower or any of
its Affiliates that is communicated to or obtained by any Person
serving as the Agent or any of its Affiliates in any capacity.

(e)The Agent shall not be liable for any action taken or not taken by it (i) with the consent or at
the request of the Lender or as the Agent shall believe in good faith shall be necessary, under the
circumstances or (ii) in the absence of its own gross negligence or willful misconduct.

(f)The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this Agreement or any other
Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder
or thereunder or in connection herewith or therewith, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any default or Event of Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Loan Document or any other agreement, instrument or
document or (v) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the Agent.

(g)Reliance by Agent. Agent may rely, and shall be fully protected in acting, or refraining to act,
upon, any resolution, statement, certificate, instrument, opinion, report, notice, request, consent,
order, bond or other paper or document that it has no reason to believe to be other than genuine
and to have been signed or presented by the proper party or parties or, in the case of cables,
telecopies and telexes, to have been sent by the proper party or parties. In the absence of its
gross negligence or willful misconduct, Agent may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or
opinions furnished to Agent and conforming to the requirements of the Loan Agreement or any
of the other Loan Documents. Agent may consult with counsel, and any opinion or legal advice
of such counsel shall be full and complete authorization and protection in respect of any action
taken, not taken or suffered by Agent hereunder or under any Loan Documents in accordance
therewith. Agent shall have the right at any time to seek instructions concerning the
administration of the Collateral from any court of competent jurisdiction. Agent shall not be
under any obligation to exercise any of the rights or powers granted to Agent by this Agreement,
the Loan Agreement and the other Loan Documents at the request or direction of Lenders unless
Agent shall have been provided by Lender with adequate security and indemnity against the
costs, expenses and liabilities that may be incurred by it in compliance with such request or
direction.

11.18Publicity. None of the parties hereto nor any of its respective member businesses and
Affiliates shall, without the other parties’ prior written consent (which shall not be unreasonably
withheld or delayed), publicize or use (a) the other party's name (including a brief description of
the relationship among the parties hereto), logo or hyperlink to such other parties’ web site,
separately or together, in written and oral presentations, advertising, promotional and marketing
materials, client lists, public relations materials or on its web site (together, the " Publicity
Materials"); (b) the names of

officers of such other parties in the Publicity Materials; and (c) such other parties’ name,
trademarks, service marks in any news or press release concerning such party; provided
however, notwithstanding anything to the contrary herein, no such consent shall be required (i) to
the extent necessary to comply with the requests of any regulators, legal requirements or laws
applicable to such party, pursuant to any listing agreement with any national securities exchange
(so long as such party provides prior notice to the other party hereto to the extent reasonably
practicable) and (ii) to comply with Section 11.12.

11.19Multiple Borrowers.

(a)Borrower’s Agent. Each of the Borrowers hereby irrevocably appoints Borrower as its agent,
attorney-in-fact and legal representative for all purposes, including requesting disbursement of
the Term Loan and receiving account statements and other notices and communications to
Borrowers (or any of them) from the Agent or any Lender. The Agent may rely, and shall be
fully protected in relying, on any request for the Term Loan, disbursement instruction, report,
information or any other notice or communication made or given by Borrower, whether in its
own name or on behalf of one or more of the other Borrowers, and the Agent shall not have any
obligation to make any inquiry or request any confirmation from or on behalf of any other
Borrower as to the binding effect on it of any such request, instruction, report, information, other
notice or communication, nor shall the joint and several character of the Borrowers’ obligations
hereunder be affected thereby.

(b)Waivers. Each Borrower hereby waives: (i) any right to require the Agent to institute suit
against, or to exhaust its rights and remedies against, any other Borrower or any other person, or
to proceed against any property of any kind which secures all or any part of the Secured
Obligations, or to exercise any right of offset or other right with respect to any reserves, credits
or deposit accounts held by or maintained with the Agent or any Indebtedness of the Agent or
any Lender to any other Borrower, or to exercise any other right or power, or pursue any other
remedy the Agent or any Lender may have; (ii) any defense arising by reason of any disability or
other defense of any other Borrower or any guarantor or any endorser, co-maker or other person,
or by reason of the cessation from any cause whatsoever of any liability of any other Borrower or
any guarantor or any endorser, co-maker or other person, with respect to all or any part of the
Secured Obligations, or by reason of any act or omission of the Agent or others which directly or
indirectly results in the discharge or release of any other Borrower or any guarantor or any other
person or any Secured Obligations or any security therefor, whether by operation of law or
otherwise; (iii) any defense arising by reason of any failure of the Agent to obtain, perfect,
maintain or keep in force any Lien on, any property of any Borrower or any other person; (iv)
any defense based upon or arising out of any bankruptcy, insolvency, reorganization,
arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or
against any other Borrower or any guarantor or any endorser, co-maker or other person,
including without limitation any discharge of, or bar against collecting, any of the Secured
Obligations (including without limitation any interest thereon), in or as a result of any such
proceeding. Until all of the Secured Obligations have been paid, performed, and discharged in
full, nothing shall discharge or satisfy the liability of any Borrower hereunder except the full
performance and payment of all of the Secured Obligations. If any claim is ever made upon the
Agent for repayment or recovery of any amount or amounts received by the Agent in payment of
or

on account of any of the Secured Obligations, because of any claim that any such payment
constituted a preferential transfer or fraudulent conveyance, or for any other reason whatsoever,
and the Agent repays all or part of said amount by reason of any judgment, decree or order of
any court or administrative body having jurisdiction over the Agent or any of its property, or by
reason of any settlement or compromise of any such claim effected by the Agent with any such
claimant (including without limitation any other Borrower), then and in any such event, each
Borrower agrees that any such judgment, decree, order, settlement and compromise shall be
binding upon such Borrower, notwithstanding any revocation or release of this Agreement or the
cancellation of any note or other instrument evidencing any of the Secured Obligations, or any
release of any of the Secured Obligations, and each Borrower shall be and remain liable to the
Agent and the Lenders under this Agreement for the amount so repaid or recovered, to the same
extent as if such amount had never originally been received by the Agent or any Lender, and the
provisions of this sentence shall survive, and continue in effect, notwithstanding any revocation
or release of this Agreement. Each Borrower hereby expressly and unconditionally waives all
rights of subrogation, reimbursement and indemnity of every kind against any other Borrower,
and all rights of recourse to any assets or property of any other Borrower, and all rights to any
collateral or security held for the payment and performance of any Secured Obligations,
including (but not limited to) any of the foregoing rights which Borrower may have under any
present or future document or agreement with any other Borrower or other person, and including
(but not limited to) any of the foregoing rights which any Borrower may have under any
equitable doctrine of subrogation, implied contract, or unjust enrichment, or any other equitable
or legal doctrine.

(c)Consents. Each Borrower hereby consents and agrees that, without notice to or by Borrower
and without affecting or impairing in any way the obligations or liability of Borrower hereunder,
the Agent may, from time to time before or after revocation of this Agreement, do any one or
more of the following in its sole and absolute discretion: (i) accept partial payments of,
compromise or settle, renew, extend the time for the payment, discharge, or performance of,
refuse to enforce, and release all or any parties to, any or all of the Obligations; (ii) grant any
other indulgence to any Borrower or any other Person in respect of any or all of the Secured
Obligations or any other matter; (iii) accept, release, waive, surrender, enforce, exchange,
modify, impair, or extend the time for the performance, discharge, or payment of, any and all
property of any kind securing any or all of the Secured Obligations or any guaranty of any or all
of the Secured Obligations, or on which the Agent at any time may have a Lien, or refuse to
enforce its rights or make any compromise or settlement or agreement therefor in respect of any
or all of such property; (iv) substitute or add, or take any action or omit to take any action which
results in the release of, any one or more other Borrowers or any endorsers or guarantors of all or
any part of the Secured Obligations, including, without limitation one or more parties to this
Agreement, regardless of any destruction or impairment of any right of contribution or other
right of Borrower; (v) apply any sums received from any other Borrower, any guarantor,
endorser, or co-signer, or from the disposition of any Collateral or security, to any Indebtedness
whatsoever owing from such person or secured by such Collateral or security, in such manner
and order as the Agent determines in its sole discretion, and regardless of whether such
Indebtedness is part of the Secured Obligations, is secured, or is due and payable. Each
Borrower consents and agrees that the Agent shall be under no obligation to marshal any assets
in favor of Borrower, or

against or in payment of any or all of the Secured Obligations. Each Borrower further consents
and agrees that the Agent shall have no duties or responsibilities whatsoever with respect to any
property securing any or all of the Secured Obligations. Without limiting the generality of the
foregoing, the Agent shall have no obligation to monitor, verify, audit, examine, or obtain or
maintain any insurance with respect to, any property securing any or all of the Secured
Obligations.

(d)Independent Liability. Each Borrower hereby agrees that one or more successive or
concurrent actions may be brought hereon against such Borrower, in the same action in which
any other Borrower may be sued or in separate actions, as often as deemed advisable by Agent.
Each Borrower is fully aware of the financial condition of each other Borrower and is executing
and delivering this Agreement based solely upon its own independent investigation of all matters
pertinent hereto, and such Borrower is not relying in any manner upon any representation or
statement of the Agent or any Lender with respect thereto. Each Borrower represents and
warrants that it is in a position to obtain, and each Borrower hereby assumes full responsibility
for obtaining, any additional information concerning any other Borrower’s financial condition
and any other matter pertinent hereto as such Borrower may desire, and such Borrower is not
relying upon or expecting the Agent to furnish to it any information now or hereafter in the
Agent’s possession concerning the same or any other matter.

(e)Subordination. All Indebtedness of a Borrower now or hereafter arising held by another

Borrower is subordinated to the Secured Obligations and the Borrower holding the Indebtedness
shall take all actions reasonably requested by Agent to effect, to enforce and to give notice of
such subordination.

(SIGNATURES TO FOLLOW)
IN WITNESS WHEREOF, Borrower, Agent and Lender have duly executed and delivered this
Loan and Security Agreement as of the day and year first above written.
BORROWER:
BORROWER
Signature: /s/ David Gustafson
Print Name: David Gustafson
Title: EVP, COO and Interim CFO
Accepted in Palo Alto, California:
AGENT:
LENDER
Signature: /s/ Jennifer Choe
Print Name: Jennifer Choe
Title: Assistant General Counsel
LENDER:
LENDER
Signature: /s/ Jennifer Choe
Print Name: Jennifer Choe
Title: Assistant General Counsel
Table of Addenda, Exhibits and Schedules
Exhibit A: Advance Request
Attachment to Advance Request
Exhibit B: Term Note
Exhibit C: Name, Locations, and Other Information for Borrower
Exhibit D: Borrower’s Patents, Trademarks, Copyrights and Licenses
Exhibit E: Borrower’s Deposit Accounts and Investment Accounts
Exhibit F: Compliance Certificate
Exhibit G: Joinder Agreement
Exhibit H: ACH Debit Authorization Agreement
Exhibit I: Projections
Exhibit J: Permitted Subsidiary Deposit Accounts and Investment Accounts
Schedule 1 Subsidiaries
Schedule 1.1 Commitments
Schedule 1A Existing Permitted Indebtedness
Schedule 1B Existing Permitted Investments
Schedule 1C Existing Permitted Liens
Schedule 5.3 Consents, Etc.
Schedule 5.8 Tax Matters
Schedule 5.9 Intellectual Property Claims
Schedule 5.10 Intellectual Property
Schedule 5.11 Borrower Products
Schedule 5.14 Capitalization
EXHIBIT A

ADVANCE REQUEST
To: Agent: Date: __________, 20[__]
Lender (the “Agent”)
400 Hamilton Avenue, Suite 310
Palo Alto, CA 94301
 email: legal@herculestech.com
Attn:
Borrower (“Borrower”) hereby requests from Lender (“Lender”) an Advance in the amount of
_____________________ Dollars ($________________) on ______________, _____ (the
“Advance Date”) pursuant to the Loan and Security Agreement among Borrower, Agent and
Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined
herein are used with the same meanings as defined in the Agreement.

Please:
(a) Issue a check payable to Borrower ________
or
(b) Wire Funds to Borrower’s account ________ [IF FILED PUBLICLY, ACCOUNT
INFO REDACTED FOR SECURITY PURPOSES]
Bank:
Address:
ABA Number:
Account Number:
Account Name:
Contact Person:
Phone Number
To Verify Wire
Info:
Email address:
Borrower represents that the conditions precedent to the Advance set forth in the Agreement are
satisfied and shall be satisfied upon the making of such Advance, including but not limited
to: (i) that no event that has had or could reasonably be expected to have a Material Adverse
Effect has occurred and is continuing; (ii) that the representations and warranties set forth in the
Agreement and in the Warrant are and shall be true and correct in all material respects on and as
of the Advance Date with the same effect as though made on and as of such date, except to the
extent such representations and warranties expressly relate to an earlier date; (iii) that Borrower
is in compliance with all the terms and provisions set forth in each Loan Document on its part to
be observed or performed; and (iv) that as of the Advance Date, no fact or condition exists that
would (or would, with the passage of time, the giving of notice, or both) constitute an Event of
Default under the Loan Documents. Borrower understands and acknowledges that Agent has the
right to review the financial information supporting this

representation and, based upon such review in its sole discretion, Lender may decline to fund the
requested Advance.

Borrower hereby represents that Borrower’s corporate status and locations have not changed
since the date of the Agreement or, if the Attachment to this Advance Request is completed, are
as set forth in the Attachment to this Advance Request.
Borrower agrees to notify Agent promptly before the funding of the Loan if any of the matters
which have been represented above shall not be true and correct on the Borrowing Date and if
Agent has received no such notice before the Advance Date then the statements set forth above
shall be deemed to have been made and shall be deemed to be true and correct as of the Advance
Date.

Executed as of [ ], 20[ ].
BORROWER: Borrower
SIGNATURE:
TITLE:
PRINT
NAME:

ATTACHMENT TO ADVANCE REQUEST

Dated: _______________________

Borrower hereby represents and warrants to Agent that Borrower’s current name and
organizational status is as follows:
Name: Borrower
Type of organization: Corporation
State of organization: Delaware
Organization file number: 3041162
Borrower hereby represents and warrants to Agent that the street addresses, cities, states and
postal codes of its current locations are as follows:

200 W. Madison Street, Suite 3100, Chicago, IL 60606

3801 S. Capital of Texas Highway, Suite 100, Austin, TX 78704

7700 France Ave. South, Suite 210, Edina, MN 55435

EXHIBIT B

SECURED TERM PROMISSORY NOTE

$[ ],000,000 Advance Date: ___ __, 20[ ]
Maturity Date: _____ ___, 20[ ]
FOR VALUE RECEIVED, Borrower, a Delaware corporation, for itself and each of its
Subsidiaries (the “Borrower”) hereby promises to pay to the order of Hercules Captial, Inc., a
Maryland corporation or the holder of this Note (the “Lender”) at 400 Hamilton Avenue, Suite
310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term
Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful
money of the United States of America, the principal amount of [ ] Million Dollars ($
[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with
interest at a rate as set forth in Section 2.2(c) of the Loan Agreement based upon a year consisting
of 360 days, with interest computed daily based on the actual number of days in each month.
This Promissory Note is the Note referred to in, and is executed and delivered in connection
with, that certain Loan and Security Agreement dated August 1, 2016, by and among Borrower,
Lender, in its capacity as administrative agent and collateral agent (the “Agent”) and the several
banks and other financial institutions or entities from time to time party thereto as lender (as the
same may from time to time be amended, modified or supplemented in accordance with its
terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement
and the other Loan Documents (as defined in the Loan Agreement), to which reference is made
for a statement of all of the terms and conditions thereof. All payments shall be made in
accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the
same definitions when used herein, unless otherwise defined herein. An Event of Default under
the Loan Agreement shall constitute a default under this Promissory Note.

Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of
protest under the UCC or any applicable law. Borrower agrees to make all payments under this
Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or
defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the
State of California. This Promissory Note shall be governed by and construed and enforced in
accordance with, the laws of the State of California, excluding any conflicts of law rules or
principles that would cause the application of the laws of any other jurisdiction.
BORROWER FOR ITSELF AND
ON BEHALF OF ITS SUBSIDIARIES: BORROWER
By:
Title:
EXHIBIT C

NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

1. Borrower represents and warrants to Agent that Borrower’s current name and organizational
status as of the Closing Date is as follows:
Name: Borrower
Type of organization: Corporation
State of organization: Delaware
Organization file number: 3041162
2. Borrower represents and warrants to Agent that for five (5) years prior to the Closing Date,
Borrower did not do business under any other name or organization or form.

3. Borrower represents and warrants to Agent that its chief executive office is located at 200 W.
Madison Street, Suite 3100, Chicago, IL 60606.

EXHIBIT D

BORROWER’S PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES

 EXHIBIT E

BORROWER’S DEPOSIT ACCOUNTS AND INVESTMENT ACCOUNTS

EXHIBIT F

COMPLIANCE CERTIFICATE

Lender (as “Agent”)

400 Hamilton Avenue, Suite 310
Palo Alto, CA 94301

Reference is made to that certain Loan and Security Agreement dated August 1, 2016 and the
Loan Documents (as defined therein) entered into in connection with such Loan and Security
Agreement all as may be amended from time to time (hereinafter referred to collectively as the
“Loan Agreement”) by and among the several banks and other financial institutions or entities
from time to time party thereto (collectively, the “Lender”) and Lender, as agent for the Lender
(the “Agent”) and Borrower (the “Company”) as Borrower. All capitalized terms not defined
herein shall have the same meaning as defined in the Loan Agreement.

The undersigned is an Officer of the Company, knowledgeable of all Company financial matters,
and is authorized to provide certification of information regarding the Company; hereby certifies,
in such capacity, that in accordance with the terms and conditions of the Loan Agreement, the
Company is in compliance for the period ending ___________ of all covenants, conditions and
terms and hereby reaffirms that all representations and warranties contained therein are true and
correct on and as of the date of this Compliance Certificate with the same effect as though made
on and as of such date, except to the extent such representations and warranties expressly relate
to an earlier date, after giving effect in all cases to any standard(s) of materiality contained in the
Loan Agreement as to such representations and warranties. Attached are the required documents
supporting the above certification. The undersigned further certifies that these are prepared in
accordance with GAAP (except for the absence of footnotes with respect to unaudited financial
statement and subject to normal year end adjustments) and are consistent from one period to the
next except as explained below.

REPORTING REQUIREMENT REQUIRED CHECK IF ATTACHED

Interim Financial Statements Monthly within 40 days
Interim Financial Statements Quarterly within 40 days
Audited Financial Statements FYE within 90 days
FINANCIAL COVENANTS: (Borrower to provide detailed documentation supporting each
calculation.)

7.17(a) - Subscription Revenues

(1) forecasted Subscription Revenues for period: $_____________

(2) product of item (1) multiplied by 0.80: $_____________

(3) actual Subscription Revenues for period: $_____________

Is item (3) greater than or equal to item (2)? __ Yes (in compliance); __ No (not in compliance)
7.17(b) – Minimum Cash

(A) Unrestricted Cash: $___________

(B) amount of Borrower’s accounts payable under GAAP in excess of $100,000 and not paid after
the 90th day following the invoice date for such accounts payable: $___________

(C) item (A) minus item (B): $___________

(D) Has the Unrestricted Cash Milestone has been achieved?__ Yes; __ No

If item (D) is No: Is item (C) greater than or equal to $7,500,000?

__ Yes (in compliance); __ No (not in compliance)

If item (D) is Yes: Is item (C) greater than or equal to $6,000,000?

__ Yes (in compliance); __ No (not in compliance)

The undersigned hereby also confirms the accounts disclosed in the Compliance Certificate
Addendum attached hereto represent all depository accounts and securities accounts presently
open in the name of each Borrower or Subsidiary, as applicable.
Very Truly Yours,
[ ]
By:
Name:
Its:
BORROWER: Borrower
COMPLIANCE CERTIFICATE ADDENDUM - For Period Ended _______
DISCLOSURE OF DEPOSITORY AND SECURITIES ACCOUNTS OPENED SINCE
LAST COMPLIANCE CERTIFICATE SUBMISSION
Account Type Last Month
Financial (Depository / Ending Purpose of
Account # Institution Securities) Account Balance Account
BORROWER
Name/Address:
$
$
$
$
$
$
 $
BORROWER
SUBSIDIARY /
AFFILIATE /
GUARANTOR
Name/Address
$
$
$
$
$
$
$
The undersigned hereby confirms the above disclosed accounts represent all new
depository and securities accounts opened by Borrower, co-Borrower, Subsidiary or
Guarantor (as applicable) since the last monthly Compliance Certificate submission.

Borrower Name:
Authorized
Signatory:
EXHIBIT G

FORM OF JOINDER AGREEMENT

This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 20[ ], and is
entered into by and between__________________., a ___________ corporation (“Subsidiary”),
and LENDER, a Maryland corporation (as “Agent”).

RECITALS

A. Subsidiary’s Affiliate, Borrower (“Company”) [has entered/desires to enter] into that certain
Loan and Security Agreement dated August 1, 2016, with the several banks and other financial
institutions or entities from time to time party thereto as lender (collectively, the “Lender”) and
the Agent, as such agreement may be amended (the “Loan Agreement”), together with the other
agreements executed and delivered in connection therewith;

B. Subsidiary acknowledges and agrees that it will benefit both directly and indirectly from
Company’s execution of the Loan Agreement and the other agreements executed and delivered
in connection therewith (including, but not limited to the IP Security Agreement (as defined in
the Loan Agreement);

AGREEMENT

NOW THEREFORE, Subsidiary and Agent agree as follows:

1. The recitals set forth above are incorporated into and made part of this Joinder
Agreement. Capitalized terms not defined herein shall have the meaning provided in the
Loan Agreement.

2. By signing this Joinder Agreement, Subsidiary shall be bound by the terms and conditions of
the Loan Agreement the same as if it were the Borrower (as defined in the Loan Agreement)
under the Loan Agreement, mutatis mutandis, provided however, that (a) with respect to (i)
Section 5.1 of the Loan Agreement, Subsidiary represents that it is an entity duly organized,
legally existing and in good standing under the laws of [ ], (b) neither Agent nor Lender
shall have any duties, responsibilities or obligations to Subsidiary arising under or related to
the Loan Agreement or the other Loan Documents, (c) that if Subsidiary is covered by
Company’s insurance, Subsidiary shall not be required to maintain separate insurance or
comply with the provisions of Sections 6.1 and 6.2 of the Loan Agreement, and (d) that as
long as Company satisfies the requirements of Section 7.1 of the Loan Agreement, Subsidiary
shall not have to provide Agent separate Financial Statements. To the extent that Agent or
Lender has any duties, responsibilities or obligations arising under or related to the Loan
Agreement or the other Loan Documents, those duties, responsibilities or obligations shall
flow only to Company and not to Subsidiary or any other Person or entity. By way of
example (and not an exclusive list): (i) Agent’s providing notice to Company in accordance
with the Loan Agreement or as otherwise agreed among Company, Agent and Lender shall be
deemed provided to Subsidiary; (ii) a Lender’s providing an Advance to Company shall be
deemed an Advance to Subsidiary; and (iii) Subsidiary shall have no right to request an
Advance or make any other demand on Lender.

3. Subsidiary agrees not to certificate its equity securities without Agent’s prior written consent,
which consent may be conditioned on the delivery of such equity securities to Agent in order
to perfect Agent’s security interest in such equity securities.

4. Subsidiary acknowledges that it benefits, both directly and indirectly, from the Loan
Agreement, and hereby waives, for itself and on behalf on any and all successors in interest
(including without limitation any assignee for the benefit of creditors, receiver, bankruptcy
trustee or itself as debtor-in-possession under any bankruptcy proceeding) to the fullest extent
provided by law, any and all claims, rights or defenses to the enforcement of this Joinder
Agreement on the basis that (a) it failed to receive adequate consideration for the execution
and delivery of this Joinder Agreement or (b) its obligations under this Joinder Agreement are
avoidable as a fraudulent conveyance.

5. As security for the prompt and complete payment when due (whether on the payment dates or
otherwise) of all the Secured Obligations, Subsidiary grants to Agent a security interest in all
of Subsidiary’s right, title, and interest in and to the Collateral and the Intellectual Property
Collateral (as defined in the IP Security Agreement).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE TO JOINDER AGREEMENT]
SUBSIDIARY:
 By:
Name:
Title:
Address:
Telephone:
email:
AGENT:
LENDER
By:
Name:
Title:
Address:
400 Hamilton Ave., Suite 310
Palo Alto, CA 94301
email: legal@herculestech.com
Telephone: 650-289-3060

EXHIBIT H

ACH DEBIT AUTHORIZATION AGREEMENT

Lender
400 Hamilton Avenue, Suite 310
Palo Alto, CA 94301

Re: Loan and Security Agreement dated August 1, 2016 (the “Agreement”) by and among
Borrower (“Borrower”) and Lender, as agent (“Company”) and the lenders party thereto
(collectively, the “Lender”)

In connection with the above referenced Agreement, the Borrower hereby authorizes the
Company to initiate debit entries for (i) the periodic payments due under the Agreement and (ii)
out-of-pocket legal fees and costs incurred by Agent or Lender pursuant to Section 11.11 of the
Agreementto the Borrower’s account indicated below. The Borrower authorizes the depository
institution named below to debit to such account.

[IF FILED PUBLICLY, ACCOUNT INFO REDACTED FOR SECURITY PURPOSES]

DEPOSITORY NAME BRANCH

CITY STATE AND ZIP CODE

TRANSIT/ABA NUMBER ACCOUNT NUMBER

This authority will remain in full force and effect so long as any amounts are due under the
Agreement.

(Borrower)(Please Print)
By:
Date:

EXHIBIT I

PROJECTIONS
EXHIBIT J

PERMITTED SUBSIDIARY DEPOSIT ACCOUNTS AND INVESTMENT ACCOUNTS

SCHEDULE 1 SUBSIDIARIES
Mattersight Europe Holding Corporation

Mattersight (Netherlands) B.V.

Mattersight (Deutschland) GmbH

Mattersight (U.K.) Limited

Mattersight International Holding, Inc.

Mattersight (Canada) Corporation

Borrower (Australia) Pty. Ltd.

SCHEDULE 1.1 COMMITMENTS

LENDER TRANCHE TERM COMMITMENT

Lender Tranche I $22,500,000

Lender Tranche II $2,500,000

Lender Tranche III (uncommitted; $5,000,000

subject to approval by Lender’s
investment committee)

TOTAL COMMITMENTS Up to $30,000,000, including

uncommitted Tranche III