Reporting Covenants Required Complies. Monthly Compliance Statement Monthly within 30 days Yes No Quarterly financial statements Quarterly within 30 days Yes No Annual financial statements (CPA Audited) FYE within 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board approved projections FYE within 60 days Yes No
Reporting Covenants Required Complies. Monthly Financial Statements and a Compliance Certificate (Section 6.01(a)) Within 30 days after the end of each month Yes No Quarterly Financial Statements and a Compliance Certificate (Section 6.01(b)) Within 30 days after the end of each fiscal quarter Yes No Annual financial statements (CPA audited) (Section 6.01(c)) Annually, within 90 days after the end of each fiscal year Yes No Board approved operating plan and financial projections and for the next fiscal year (Section 6.01(d)) 30 days prior to the start of each fiscal year Yes No 409(A) valuation reports (Section 6.01(e)) Within 30 days after completion Yes No All board packages delivered to board of directors (Section 6.02(a)) When delivered to board Yes No Detailed capitalization table by round and investor (Section 6.02(b)) Quarterly Yes No Legal action > $100,000 (Section 6.02(c)) Notify promptly Yes No Default, Event of Default, Event of Loss or Material Adverse Effect (Section 6.02(d)) Notify promptly Yes No Formation of any Subsidiary (Section 6.02(e)) Notify promptly Yes No Permitted Transfers general basket (Section 7.02(iv)) <$100,000 $ Yes No Permitted distributions for stock repurchases (Section 7.04(ii)(2)) <$100,000 $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (revolv advances) (Section 7.05) <$30,000,000 (Advances and Bank Services) $ Yes No <$2,000,000 (Bank Services) $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (equipment loans) (Section 7.05) <$1,400,000 (decreases as principal repaid) $ Yes No Permitted Indebtedness for equipment leases (Section 7.05) <$100,000 $ Yes No Permitted Indebtedness general basket (Section 7.05) <$100,000 $ Yes No Permitted Investments for employee loans (Section 7.06) <$50,000 $ Yes No Permitted Investments to Subsidiaries (Section 7.06) <$500,000 / month $ Yes No Permitted Investments general basket (Section 7.06) <$100,000 $ Yes No IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate on , 20 . ADAPTIVE INSIGHTS, INC. By: Name: Title: INCUMBENCY CERTIFICATE The undersigned, , hereby certifies that:
Reporting Covenants Required Complies. Company Prepared Monthly F/S Monthly, within 30 days YES NO Compliance Certificate Monthly, within 30 days YES NO CPA Audited, Unqualified F/S Annually, within 180 days of FYE YES NO Borrowing Base Cert., A/R & A/P Agings Monthly, within 25 days YES NO Annual Business Plan (incl. operating budget) As soon as available after board approval YES NO Audit Semi-annual YES NO If Public: 10-Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K Annually, within 5 days of SEC filing (95 days) YES NO Total amount of Borrower’s cash and investments Amount: $ YES NO Total amount of Borrower’s cash and investments maintained with Bank Amount: $ YES NO Legal Action > $500,000 (Sect. 6.2(iv)) Notify promptly upon notice YES NO
Reporting Covenants Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statements (CPA Audited) Earlier of 120 days of FYE, or 10-K filing date Yes No Quarterly financial statements Earlier of 90 days of FQE, or 10-Q filing date Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No Deferred Revenue Report Monthly within 30 days Yes No Detailed Debtor Listing Monthly within 30 days Yes No Borrowing Base Reports If Streamline Period in effect, monthly within 30 days; if Streamline Period not in effect, Friday of each week Yes No Board approved projections Within later of 60 days of Board approval or FYE, and as within 10 days of any amendment/update Yes No The following Intellectual Property was registered after the Effective Date or after the last delivery date of a Compliance Certificate (if no registrations, state “None”)____________________________________________________________________________
Reporting Covenants Required Complies. Monthly consolidated financial statements with Compliance Certificate Monthly within 30 days Yes No Quarterly financial statements Quarterly within 45 days Yes No Updated structure chart Quarterly within 45 days Yes No Annual financial statements (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Borrowing Base Reports Monthly within 30 days Yes No Board-approved projections Within 60 days of the earlier of (i) FYE or (ii) approval by the Board of Directors Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”)
Reporting Covenants Required Complies. Monthly financial statements and Compliance Certificate Monthly within 45 days Yes No Annual financial statement (CPA Audited), if not otherwise publicly available FYE within 120 days Yes No Borrowing Base Certificate and A/R & A/P Agings Monthly within 45 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) ___________________________________________________________________________________________ ___________________________________________________________________________________________
Reporting Covenants Required Complies. Monthly financial statements (consolidated and consolidating) with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited)* FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No Transaction report Monthly within 30 days Yes No 409A Valuation Annually within 30 days of completion Yes No Board approved projections (A) The earlier of (i) FYE within 30 days or (ii) within 7 days of approval by Borrower’s board of directors and (B) as amended/updated within 7 days Yes No
Reporting Covenants Required Complies. Monthly financial statements and Compliance Certificate Monthly, within 30 days Yes No Projections Projections: Annually, within 90 days after fiscal year end Yes No Annual audited financial statements and any management letters Annually, within 180 days of fiscal year end Yes No Statements, reports and notices to stockholders Within 5 Business Days of delivery Yes No SEC filings Within 5 days after filing with SEC Yes No Legal action notices and updates Promptly Yes No 409A valuation report Within 15 days of receipt Yes No Summary capitalization table With each Compliance Certificate Yes No Board materials Within 5 Business Days Yes No Board minutes Promptly after Board meetings Yes No IP report At the end of each fiscal quarter Yes No Federal tax return Within 5 Business Days of when filed Yes No Bank account statements (with transaction detail) Within 5 Business Days after the last day of each month, or within 5 Business Days of Agent’s request Yes No Product related material correspondence, reports, documents and other filings Within 5 Business Days Yes No] Copies of preferred stock financing documents Together with Compliance Certificate due after closing of such financing Yes No
Reporting Covenants Required Complies. Monthly Financial statements with Compliance Certificate (“CC”) Monthly within 30 days Yes No Annual financial statement + XX XXX within 30 days Yes No Annual financial statements (CPA Audited)* + CC * If required by Borrower’s Board of Directors FYE within 180 days Annual operating budgets and projections FYE within 60 days and as more frequently updated Borrowing Base Reports; Borrowing Base Certificate Monthly within 30 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No SAAS Metrics Monthly within 30 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) Maintain on a monthly basis Adjusted Quick Ratio 1.15:1.00 :1.00 Yes No The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
Reporting Covenants Required Complies. Monthly financial statements and Compliance Certificate Monthly, within 30 days Yes No A/R and A/P Aging Reports Together with monthly financial statements (upon request) Yes No Quarterly financial statements Quarterly, within 45 days (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Annual Projections Annually, within 30 days of fiscal year end or within 5 Business Days of any Board approval of a material update thereto Yes No Annual audited financial statements and any management letters Annually, within 90 days of fiscal year end (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Statements, reports and notices to Subordinated Debt holders Within 5 Business Days of delivery Yes No SEC filings Within 5 Business Days after filing with SEC (deemed delivered by posting to/linking on Borrower Representative’s website) Yes No Legal action notices and updates (claims over $500,000) Promptly Yes No IP report At the end of each calendar quarter Yes No Bank account statements (with transaction detail) Together with monthly financial statements (upon request) or when received Yes No Product related material correspondence, reports, documents and other filings Within 5 Business Days after receipt Yes No 205707600 v10
