Common use of Modifications to Loan Agreement Clause in Contracts

Modifications to Loan Agreement. The Loan Agreement shall be amended by deleting the following text, appearing in Section 7.1 thereof: “Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”),” and inserting in lieu thereof the following: “Convey, sell, lease, transfer, assign, or otherwise dispose of (including, without limitation, pursuant to a Division) (collectively, “Transfer”),” The Loan Agreement shall be amended by deleting the following text, appearing in Section 7.3 thereof: “Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary), except for Permitted Acquisitions.” and inserting in lieu thereof the following: “Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary or pursuant to a Division), except for Permitted Acquisitions.” The Loan Agreement shall be amended by deleting the following text, appearing in subsection (e) in the definition of “Permitted Investments” in Section 13.1 thereof: “and (vi) foreign Subsidiaries, other than Brightcove S. De X.X. de C.V., formed after the Effective Date, for the ordinary and necessary current operating expenses of such foreign Subsidiaries in an aggregate amount (for all such Investments in all such Subsidiaries) not to exceed One Million Dollars ($1,000,000.00) per calendar year.” and inserting in lieu thereof the following: “, (vi) TV App Agency Unipessoal, Lda. (Zona Xxxxxx xx Xxxxxxx), Xxxxxxxx’s Subsidiary organized under the laws of Portugal, for the ordinary and necessary current operating expenses of such Subsidiary, in an aggregate amount not to exceed Two Million Dollars ($2,000,000.00) per calendar year and (vii) foreign Subsidiaries, other than Brightcove S. De X.X. de C.V., formed after the Effective Date, for the ordinary and necessary current operating expenses of such foreign Subsidiaries in an aggregate amount (for all such Investments in all such Subsidiaries) not to exceed One Million Dollars ($1,000,000.00) per calendar year.” 4 The Loan Agreement shall be amended by inserting the following new definition, appearing alphabetically in Section 13.1 thereof:

Modifications to Loan Agreement. The Loan Agreement shall be is hereby amended by deleting the following text, appearing in Section 7.1 thereof: “Convey, sell, lease, transfer, assign, or otherwise dispose as follows: (a) Clause (h) of (collectively, “Transfer”),” and inserting in lieu thereof the following: “Convey, sell, lease, transfer, assign, or otherwise dispose of (including, without limitation, pursuant to a Division) (collectively, “Transfer”),” The Loan Agreement shall be amended by deleting the following text, appearing in Section 7.3 thereof: “Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary), except for Permitted Acquisitions.” and inserting in lieu thereof the following: “Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary or pursuant to a Division), except for Permitted Acquisitions.” The Loan Agreement shall be amended by deleting the following text, appearing in subsection (e) in the definition of “Permitted InvestmentsEligible Accounts” contained in Section 13.1 thereof: “and (vi) foreign Subsidiaries, other than Brightcove S. De X.X. de C.V., formed after the Effective Date, for the ordinary and necessary current operating expenses of such foreign Subsidiaries in an aggregate amount (for all such Investments in all such Subsidiaries) not to exceed One Million Dollars ($1,000,000.00) per calendar year.” and inserting in lieu thereof the following: “, (vi) TV App Agency Unipessoal, Lda. (Zona Xxxxxx xx Xxxxxxx), Xxxxxxxx’s Subsidiary organized under the laws of Portugal, for the ordinary and necessary current operating expenses of such Subsidiary, in an aggregate amount not to exceed Two Million Dollars ($2,000,000.00) per calendar year and (vii) foreign Subsidiaries, other than Brightcove S. De X.X. de C.V., formed after the Effective Date, for the ordinary and necessary current operating expenses of such foreign Subsidiaries in an aggregate amount (for all such Investments in all such Subsidiaries) not to exceed One Million Dollars ($1,000,000.00) per calendar year.” 4 The Loan Agreement shall be 1.1 is hereby amended by inserting the following new definitiontext immediately after the word “part” contained in such clause (h): “but the portion of the Accounts in excess of the amount of such setoff, appearing alphabetically counterclaim, credit, allowance, adjustment or claim that otherwise satisfies the criteria for Eligible Accounts shall be deemed Eligible Accounts.” (b) The words “and reasonable” are hereby added after the words “good faith” in the definitions of “Material Adverse Change” and “Material Adverse Event” in Section 13.1 thereof1.1. (c) The fourth sentence of Section 6.2 of the Loan Agreement, entitled “Lockbox Agreement”, is hereby amended to read as follows: “The Borrower agrees that if Borrower is in default under any of the Loan Documents, then payments made to such Lockbox Account or otherwise received by the Bank, whether in respect of the Accounts or as proceeds of other Collateral or otherwise, at Bank’s discretion may be applied on account of the Revolving Loans in accordance with the terms of this Agreement.” In addition, the following language is added at the beginning of the seventh sentence of Section 6.2 before the words “All checks, drafts”: “If Borrower is in default under any of the Loan Documents,”. (d) Section 6.3 is hereby amended to add the following sentence at the end of such section: “Notwithstanding the foregoing, the following shall be permitted: (i) the sale or other disposition by Borrower of obsolete or surplus equipment; and (ii) the sale or other disposition of other assets not to exceed, either singly or in the aggregate, Five Hundred Thousand Dollars ($500,000.00) during any fiscal year, in each case so long as the proceeds from such sale or disposition are used to repay the Loans or reinvested in replacement assets to be owned by the Borrower and subject to the Bank’s senior security interest.” (e) Section 6.8 of the Loan Agreement, entitled “Collateral in the Possession of a Warehouseman or Bailee,” is hereby replaced in its entirety with the phrase “Intentionally omitted.” (f) The following sentence is hereby added at the end of Section 7.15 of the Loan Agreement: “The Borrower and its subsidiaries shall be permitted to maintain other deposit accounts and other bank accounts at the Bank.” (g) Clause (i) of Section 8.2 is hereby renumbered as clause (j) of such Section, and the following language is hereby added immediately preceding such clause (j): (i) Carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other similar Liens, in each case securing obligations that are not overdue by more than thirty (30) days or are being reasonably and in good faith contested by Borrower by appropriate proceedings, with adequate reserves being set aside by Borrower on its books.” (h) Section 8.3(b) is hereby amended by inserting the phrase “demand deposits,” immediately before the word “certificates” contained in such Section. (i) The following clause is hereby added as Section 8.3(f) of the Loan Agreement:

Modifications to Loan Agreement. 1. The Loan Agreement shall be amended by deleting the following text, appearing in Section 7.1 2.1.1(c) thereof: “ConveyBorrower will deliver an Advance Request and Invoice Transmittal in the form attached hereto as Exhibit C signed by a Responsible Officer for each Credit Extension it requests, sellaccompanied by an accounts receivable aging, lease, transfer, assignwith respect to Advances based upon Aggregate Eligible Accounts, or otherwise dispose of by invoices (collectivelyand any other documentation related thereto as requested by Bank), “Transfer”),with respect to Advances based upon Eligible Accounts.” and inserting in lieu thereof the following: “ConveyBorrower will deliver an Advance Request and Invoice Transmittal in the form attached hereto as Exhibit C signed by a Responsible Officer for each Credit Extension it requests, sellaccompanied by an accounts receivable aging and accounts payable aging, lease, transfer, assignwith respect to Advances based upon Aggregate Eligible Accounts, or otherwise dispose of by invoices (includingand any other documentation related thereto as requested by Bank), without limitation, pursuant with respect to a Division) (collectively, “TransferAdvances based upon Eligible Accounts.”),” 2. The Loan Agreement shall be amended by deleting the following text, appearing in Section 7.3 2.1.1(f) thereof: “Merge or consolidateIf this Agreement is terminated (A) by Bank in accordance with clause (ii) in the foregoing sentence, or permit (B) by Borrower for any reason, and at the time of its Subsidiaries such termination the Exim Agreement has been terminated or matured, Borrower shall pay to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries Bank a termination fee in an amount equal to acquire, all or substantially all of Fifteen Thousand Dollars ($15,000.00) (the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary“Early Termination Fee”), except for Permitted Acquisitions.” and inserting in lieu thereof the following: “Merge or consolidateIf this Agreement is terminated (A) by Bank in accordance with clause (ii) in the foregoing sentence, or permit (B) by Borrower for any reason, and at the time of its Subsidiaries such termination the Exim Agreement has been terminated or matured, Borrower shall pay to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries Bank a termination fee in an amount equal to acquire, all or substantially all of Seven Thousand Five Hundred Dollars ($7,500.00) (the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary or pursuant to a Division“Early Termination Fee”), except for Permitted Acquisitions.” ” 3. The Loan Agreement shall be amended by deleting the following text, appearing in subsection (eSection 2.1.1(j) in the definition of “Permitted Investments” in Section 13.1 thereof: “In connection with such request, Borrower shall deliver to Bank an Advance Request and Invoice Transmittal in the form attached hereto as Exhibit C containing a current accounts receivable aging and Bank may, in its good faith business discretion, agree to finance same (viin accordance with this Agreement, including, without limitation, Section 2.1.1 hereof) foreign Subsidiaries, other than Brightcove S. De X.X. de C.V., formed after and the Effective Date, Aggregate Eligible Accounts financed shall thereafter be deemed to be a Financed Receivable for the ordinary and necessary current operating expenses purposes of such foreign Subsidiaries in an aggregate amount (for all such Investments in all such Subsidiaries) not to exceed One Million Dollars ($1,000,000.00) per calendar yearthis Agreement.” and inserting in lieu thereof the following: “In connection with such request, (vi) TV App Agency Unipessoal, Lda. (Zona Xxxxxx xx Xxxxxxx), Xxxxxxxx’s Subsidiary organized under Borrower shall deliver to Bank an Advance Request and Invoice Transmittal in the laws of Portugal, for the ordinary form attached hereto as Exhibit C containing a current accounts receivable aging and necessary a current operating expenses of such Subsidiaryaccounts payable aging and Bank may, in an aggregate amount not its good faith business discretion, agree to exceed Two Million Dollars finance same ($2,000,000.00in accordance with this Agreement, including, without limitation, Section 2.1.1 hereof) per calendar year and (vii) foreign Subsidiaries, other than Brightcove S. De X.X. de C.V., formed after the Effective Date, Aggregate Eligible Accounts financed shall thereafter be deemed to be a Financed Receivable for the ordinary and necessary current operating expenses purposes of such foreign Subsidiaries in an aggregate amount (for all such Investments in all such Subsidiaries) not to exceed One Million Dollars ($1,000,000.00) per calendar yearthis Agreement.” 4 ” 4. The Loan Agreement shall be amended by inserting deleting the following new definition, appearing alphabetically in Section 13.1 thereof:following

Modifications to Loan Agreement. The (a) Section 1.1 of the Loan Agreement shall be is amended by deleting to add the following textnew definition of Permitted Acquisition in alphabetical order: Permitted Acquisition means a purchase by Borrower of assets located in the United States constituting a business, appearing in Section 7.1 thereof: “Convey, sell, lease, transfer, assign, business division or otherwise dispose product line of another entity or person (collectively, “Transfer”),” and inserting in lieu thereof the following: “Convey, sell, lease, transfer, assign, Acquired Assets) or otherwise dispose a purchase by Borrower of (including, without limitation, pursuant to a Division) (collectively, “Transfer”),” The Loan Agreement shall be amended by deleting the following text, appearing in Section 7.3 thereof: “Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property equity interests of another Person entity organized, and having its chief executive office, in the United States (including, without limitation, by the formation of any Subsidiary), except for Permitted Acquisitions.” and inserting in lieu thereof the following: “Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially Acquired Entity) that meets all of the capital stock following additional conditions (or property is otherwise approved in advance in writing by Lender): (i) no Event of another Person (including, without limitation, by Default shall exist on the formation date of any Subsidiary acquisition or pursuant to a Division)result from the consummation of such acquisition, except for Permitted Acquisitions.” The Loan Agreement (ii) as applicable, the Acquired Assets shall generally involve the same line of business as Borrower, or the Acquired Entity shall be amended by deleting in the following textsame general line of business as Borrower, appearing (iii) Lender shall be granted, and obtain, a first priority perfected security interest in subsection all Acquired Assets, and in all assets of the Acquired Entity, as applicable, (eiv) in the definition case of “Permitted Investments” an Acquired Entity (or in the case of an entity that is not a Borrower or Guarantor that will hold the Acquired Assets), such entity shall become a Borrower or a secured Guarantor of the Obligations, as required by Lender, and such entity shall execute such documentation required Lender (in form and substance satisfactory to Lender) in order to become a Borrower or a secured Guarantor of the Obligations, (v) the Acquired Assets or the Acquired Entity, as applicable, (unless otherwise approved in advance in writing by Lender) shall not have any indebtedness, liens or other obligations associated therewith that are prohibited by Section 13.1 thereof: “7 this Agreement and (vi) foreign Subsidiariesno such prohibited indebtedness, liens or other than Brightcove S. De X.X. de C.V., formed after obligations will arise now or in the Effective Date, for the ordinary and necessary current operating expenses future as a result of such foreign Subsidiaries in an aggregate amount (for all such Investments in all such Subsidiaries) not to exceed One Million Dollars ($1,000,000.00) per calendar year.” and inserting in lieu thereof the following: “proposed acquisition, (vi) TV App Agency Unipessoalany such Permitted Acquisition shall be funded by (1) cash raised by Borrower from investors, Ldaprovided, that no such transaction with investors shall result in an Event of Default, (2) the incurrence of indebtedness in form and amount acceptable to Lender, and subject to a debt and/or lien subordination agreement, as applicable, in form and substance acceptable to Lender, and/or (3) by the use of Advances under this Agreement so long as after giving to such Advances Borrower shall have excess availability for Advances under Section 2.1 of the Agreement of at least $100,000.00, and so long as no Event of Default then exists or will result from the making of any such Advances, (vii) Borrower shall have provided notice to Lender in writing no later than thirty (30) days prior to the closing of any proposed acquisition (which period shall be ten (10) days in the case of the pending acquisitions of PURO Lighting, LLC and LED Supply Co. LLC) describing in detail (1) the identity of the seller and the assets or equity interests proposed to be acquired, (2) the purchase price and all other consideration to be paid including consideration in the form of liabilities to be assumed by Borrower in connection with such proposed acquisition, (3) the payment terms relative to such proposed acquisition, and (4) the approximate closing date of such proposed acquisition, and (viii) the definitive final purchase agreement and related documents shall be reasonably satisfactory in form and content to Lender, which determination shall not be unreasonably withheld. Concurrently with the delivery of such notice and continuing until the closing of such proposed acquisition, Borrower shall deliver to Lender current drafts of the purchase agreement and all other documentation relative to such proposed acquisition and Borrower shall make available to Lender all financial, legal and other due diligence materials received or reviewed by Borrower in connection with such proposed acquisition. Without limiting any requirements for Advances set forth in this Agreement, as a condition for Advances against the value of any assets acquired pursuant to a Permitted Acquisition, Lender, among other things, shall have completed satisfactory collateral due diligence with respect thereto, including such audits and review of books and records as Lender may require, and Lender shall have obtained the requisite credit approvals relating to same. (Zona Xxxxxx xx Xxxxxxx)b) The first sentence of Section 7.1 of the Loan Agreement through the first semi-colon of such Section is hereby amended and restated in its entirety to read as follows, Xxxxxxxx’s Subsidiary organized under with the laws remainder of Portugalsuch Section to remain unchanged and in full force and effect: Except for a Permitted Acquisition, for enter into any transaction not in the ordinary and necessary current operating expenses usual course of such Subsidiaryits business as conducted on the date hereof (excepting a Permitted Acquisition), in an aggregate amount including but not limited to exceed Two Million Dollars ($2,000,000.00) per calendar year and (vii) foreign Subsidiariesthe sale, lease, disposal, movement, relocation or transfer, whether by sale or otherwise, of any of its assets other than Brightcove S. De X.X. de C.V., formed after the Effective Date, for sales of Inventory in the ordinary and necessary current operating expenses usual course of such foreign Subsidiaries in an aggregate amount its business as presently conducted; (for all such Investments in all such Subsidiariesc) not to exceed One Million Dollars ($1,000,000.00) per calendar year.” 4 The Section 7.3 of the Loan Agreement shall be is amended by inserting the following new definition, appearing alphabetically and restated in Section 13.1 thereofits entirety to read as follows:

Modifications to Loan Agreement. 1 The Loan Agreement shall be amended by deleting the following text, appearing in Section 7.1 2.1.1(a)(ii) thereof: “ConveySubject to the terms of this Exim Agreement and to the deduction of Reserves, sellafter the occurrence of the Sale Event, leaseand provided that Borrower is Streamline Facility Eligible, transfer, assign, or otherwise dispose of Borrower may request that Bank finance Eligible Foreign Accounts on an aggregate basis (collectively, the “TransferAggregate Eligible Foreign Accounts”),.” and inserting in lieu thereof the following: “ConveySubject to the terms of this Exim Agreement and to the deduction of Reserves, selland provided that Borrower is Streamline Facility Eligible, lease, transfer, assign, or otherwise dispose of Borrower may request that Bank finance Eligible Foreign Accounts on an aggregate basis (including, without limitation, pursuant to a Division) (collectively, the “TransferAggregate Eligible Foreign Accounts”),.” 2 The Loan Agreement shall be amended by deleting the following text, appearing in Section 7.3 2.1.1(b)(i) thereof: “Merge or consolidateIn addition and notwithstanding the foregoing, or permit any of its Subsidiaries (A) prior to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all the occurrence of the capital stock or property Sale Event, the aggregate amount of another Person Advances outstanding hereunder together with all Advances (includingas defined in the Domestic Agreement) outstanding under the Domestic Agreement may not exceed Five Million Dollars ($5,000,000.00) at any time, without limitation, by and (B) the formation aggregate amount of Advances outstanding hereunder at any Subsidiarytime may not exceed Five Million Dollars ($5,000,000.00), except for Permitted Acquisitions.” and inserting in lieu thereof the following: “Merge or consolidateIn addition and notwithstanding the foregoing, or permit (i) the aggregate amount of Advances outstanding hereunder and Credit Extensions (as defined in the Domestic Agreement) outstanding under the Domestic Agreement may not exceed Eight Million Dollars at any time, and (ii) the aggregate amount of its Subsidiaries to merge or consolidateAdvances outstanding hereunder at any time may not exceed (A) Five Million Dollars ($5,000,000.00), with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all minus (B) upon the occurrence of the capital stock or property LC Formula Event (until Bank receives subsequent notice from Borrower), the Dollar Equivalent amount of another Person outstanding Letters of Credit (including, without limitation, by the formation including drawn but unreimbursed Letters of Credit and any Subsidiary or Letter of Credit Reserve) issued pursuant to a Division), except for Permitted AcquisitionsSection 2.1.3 of the Domestic Agreement.” 3 The Loan Agreement shall be amended by deleting the following text, appearing in subsection (e) in the definition of “Permitted Investments” in Section 13.1 2.2.2 thereof: “and (vi) foreign Subsidiaries, other than Brightcove S. De X.X. de C.V., formed after In the Effective Date, for event that the ordinary and necessary current operating expenses of such foreign Subsidiaries in an aggregate amount of Finance Charges earned by Bank in any Reconciliation Period during which Borrower is not Streamline Facility Eligible under this Exim Agreement and the Domestic Agreement is less than the Minimum Finance Charge, Borrower shall pay to Bank an additional Finance Charge equal to (for i) the Minimum Finance Charge minus (ii) the aggregate amount of all Finance Charges earned by Bank under this Exim Agreement and the Domestic Agreement in such Investments in all such Subsidiaries) not to exceed One Million Dollars ($1,000,000.00) per calendar yearReconciliation Period.” and inserting in lieu thereof the following: “, (vi) TV App Agency Unipessoal, Lda. (Zona Xxxxxx xx Xxxxxxx), Xxxxxxxx’s Subsidiary organized under In the laws of Portugal, for event that the ordinary and necessary current operating expenses of such Subsidiary, in an aggregate amount not of Finance Charges earned by Bank in any Reconciliation Period under this Exim Agreement and the Domestic Agreement is less than the Minimum Finance Charge, Borrower shall pay to exceed Two Million Dollars Bank an additional Finance Charge equal to ($2,000,000.00i) per calendar year and the Minimum Finance Charge minus (viiii) foreign Subsidiaries, other than Brightcove S. De X.X. de C.V., formed after the Effective Date, for the ordinary and necessary current operating expenses of such foreign Subsidiaries in an aggregate amount (for of all Finance Charges earned by Bank under this Exim Agreement and the Domestic Agreement in such Investments in all such Subsidiaries) not to exceed One Million Dollars ($1,000,000.00) per calendar yearReconciliation Period.” 4 The Loan Agreement shall be amended by inserting deleting the following new definitiontext, appearing alphabetically in Section 2.2.3 thereof: “With respect to Financed Receivables based upon Eligible Foreign Accounts and Exim Inventory Placeholder Invoices, when Borrower is not Streamline Facility Eligible, Borrower will pay to Bank a collateral handling fee equal to 0.30% per month of the Financed Receivable Balance for each such Financed Receivable outstanding based upon a 360 day year (the “Collateral Handling Fee”).” and inserting in lieu thereof the following: “With respect to Financed Receivables based upon Eligible Foreign Accounts, Borrower will pay to Bank a collateral handling fee equal to 0.20% per month of the Financed Receivable Balance for each such Financed Receivable outstanding based upon a 360 day year (the “Collateral Handling Fee”).” 5 The Loan Agreement shall be amended by deleting the following definitions, appearing in Section 13.1 thereof:

Modifications to Loan Agreement. The Section 2.1 of the Loan Agreement shall be is hereby amended by deleting clause (a) of subsection 2.1.1 thereof in its entirety and by substituting therefor a new clause (a) to read as follows: (a) Bank will make Advances not exceeding (i) the following text, appearing in Section 7.1 thereof: “Convey, sell, lease, transfer, assign, or otherwise dispose lesser of (collectivelyA) the Committed Revolving Line or (B) the Borrowing Base, “Transfer”minus (ii) the amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit),” , minus all amounts for services then utilized under the Cash Management Services Sublimit and inserting minus the FX Reserve. Amounts borrowed under this Section may be repaid and reborrowed during the term of this Agreement. All advances shall be evidenced by the Revolving Promissory Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in lieu thereof accordance with the following: “Convey, sell, lease, transfer, assign, or otherwise dispose terms of (including, without limitation, pursuant to a Division) (collectively, “Transfer”),” The the Revolving Promissory Note. 2. Section 2.1 of the Loan Agreement shall be is hereby amended by deleting the following text, appearing subsection 2.1.2 thereof in Section 7.3 thereofits entirety and by substituting therefor a new subsection 2.1.2 to read as follows: “Merge or consolidate, or permit any of its Subsidiaries Borrower may use up to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary), except for Permitted Acquisitions.” and inserting in lieu thereof the following: “Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary or pursuant to a Division), except for Permitted Acquisitions.” The Loan Agreement shall be amended by deleting the following text, appearing in subsection (e) in the definition of “Permitted Investments” in Section 13.1 thereof: “and (vi) foreign Subsidiaries, other than Brightcove S. De X.X. de C.V., formed after the Effective Date, for the ordinary and necessary current operating expenses of such foreign Subsidiaries in an aggregate amount (for all such Investments in all such Subsidiaries) not to exceed One Million Dollars ($1,000,000.001,000,000) per calendar year.” and inserting in lieu thereof less the following: “, outstanding amount of the FX Reserve (vi) TV App Agency Unipessoal, Lda. (Zona Xxxxxx xx Xxxxxxxthe "Cash Management Services Sublimit"), Xxxxxxxx’s Subsidiary organized for Bank's Cash Management Services, which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in various cash management services agreements related to such services (the "Cash Management Services"). Such aggregate amounts utilized under the laws Cash Management Services Sublimit will at all times reduce the amount otherwise available to be borrowed under the Committed Revolving Line. Any amounts Bank pays on behalf of Portugal, Borrower or any amounts that are not paid by Borrower for any Cash Management Services will be treated as Advances under the ordinary Committed Revolving Line and necessary current operating expenses will accrue interest at the rate for Advances. 3. Section 2.1 of such Subsidiary, in an aggregate amount not to exceed Two Million Dollars ($2,000,000.00) per calendar year and (vii) foreign Subsidiaries, other than Brightcove S. De X.X. de C.V., formed after the Effective Date, for the ordinary and necessary current operating expenses of such foreign Subsidiaries in an aggregate amount (for all such Investments in all such Subsidiaries) not to exceed One Million Dollars ($1,000,000.00) per calendar year.” 4 The Loan Agreement shall be is hereby further amended by inserting adding at the following end thereof a new definition, appearing alphabetically in Section 13.1 thereofsubsection 2.1.4 to read as follows:

Modifications to Loan Agreement. 1. The Loan Agreement shall be amended by deleting the following text, appearing in Section 7.1 2.1.1(c) thereof: “ConveyBorrower will deliver an Advance Request and Invoice Transmittal in the form attached hereto as Exhibit E signed by a Responsible Officer and an Export Order for each Advance it requests, sellaccompanied by an accounts receivable aging, lease, transfer, assignwith respect to Advances based upon Aggregate Eligible Foreign Accounts, or otherwise dispose of by invoices (collectivelyand any other documentation related thereto as requested by Bank), “Transfer”),with respect to Advances based upon Eligible Foreign Accounts and Exim Inventory Placeholder Invoices.” and inserting in lieu thereof the following: “ConveyBorrower will deliver an Advance Request and Invoice Transmittal in the form attached hereto as Exhibit E signed by a Responsible Officer and an Export Order for each Advance it requests, sellaccompanied by (i) an accounts receivable aging and an accounts payable aging, leasewith respect to Advances based upon Aggregate Eligible Foreign Accounts, transfer(ii) invoices (and any other documentation related thereto as requested by Bank), assignwith respect to Advances based upon Eligible Foreign Accounts, or otherwise dispose (iii) invoices and perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (including, without limitation, pursuant to a Divisionin accordance with GAAP) (collectivelyand any other documentation related thereto as requested by Bank), “Transferwith respect to Advances based upon Exim Inventory Placeholder Invoices.”),” 2. The Loan Agreement shall be amended by deleting the following text, appearing in Section 7.3 2.1.1(f) thereof: “Merge or consolidateIf this Exim Agreement is terminated (A) by Bank in accordance with clause (ii) in the foregoing sentence, or permit (B) by Borrower for any reason, and at the time of its Subsidiaries such termination the Domestic Agreement has been terminated or matured, Borrower shall pay to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries Bank a termination fee in an amount equal to acquire, all or substantially all of Fifteen Thousand Dollars ($15,000.00) (the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary“Early Termination Fee”), except for Permitted Acquisitions.” and inserting in lieu thereof the following: “Merge or consolidateIf this Exim Agreement is terminated (A) by Bank in accordance with clause (ii) in the foregoing sentence, or permit (B) by Borrower for any reason, and at the time of its Subsidiaries such termination the Domestic Agreement has been terminated or matured, Borrower shall pay to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries Bank a termination fee in an amount equal to acquire, all or substantially all of Seven Thousand Five Hundred Dollars ($7,500.00) (the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary or pursuant to a Division“Early Termination Fee”), except for Permitted Acquisitions.” ” 3. The Loan Agreement shall be amended by deleting the following text, appearing in subsection (eSection 2.1.1(j) in the definition of “Permitted Investments” in Section 13.1 thereof: “In connection with such request, Borrower shall deliver to Bank an Advance Request and Invoice Transmittal in the form attached hereto as Exhibit E containing a current accounts receivable aging and Bank may, in its good faith business discretion, agree to finance same (viin accordance with this Exim Agreement, including, without limitation, Section 2.1.1 hereof) foreign Subsidiaries, other than Brightcove S. De X.X. de C.V., formed after and the Effective Date, Aggregate Eligible Foreign Accounts financed shall thereafter be deemed to be a Financed Receivable for the ordinary and necessary current operating expenses purposes of such foreign Subsidiaries in an aggregate amount (for all such Investments in all such Subsidiaries) not to exceed One Million Dollars ($1,000,000.00) per calendar yearthis Exim Agreement.” and inserting in lieu thereof the following: “In connection with such request, (vi) TV App Agency Unipessoal, Lda. (Zona Xxxxxx xx Xxxxxxx), Xxxxxxxx’s Subsidiary organized under Borrower shall deliver to Bank an Advance Request and Invoice Transmittal in the laws of Portugal, for the ordinary form attached hereto as Exhibit E containing a current accounts receivable aging and necessary a current operating expenses of such Subsidiaryaccounts payable aging and Bank may, in an aggregate amount not its good faith business discretion, agree to exceed Two Million Dollars finance same ($2,000,000.00in accordance with this Exim Agreement, including, without limitation, Section 2.1.1 hereof) per calendar year and (vii) foreign Subsidiaries, other than Brightcove S. De X.X. de C.V., formed after the Effective Date, Aggregate Eligible Foreign Accounts financed shall thereafter be deemed to be a Financed Receivable for the ordinary and necessary current operating expenses purposes of such foreign Subsidiaries in an aggregate amount (for all such Investments in all such Subsidiaries) not to exceed One Million Dollars ($1,000,000.00) per calendar yearthis Exim Agreement.” 4 ” 4. The Loan Agreement shall be amended by inserting deleting the following new definitiondefinitions, appearing alphabetically in Section 13.1 thereof: