0000950123-14-003114 Sample Contracts

OFFICE LEASE
Office Lease • March 13th, 2014 • Xactly Corp • Services-prepackaged software • California

This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between CA-225 SANTA CLARA STREET LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and XACTLY CORPORATION, a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Work Letter); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); Exhibit F (Additional Provisions), Exhibit F-1 (Landlord’s Furniture); Exhibit F-2 (Location of Building Signage), and Exhibit F-3 (Form of Letter of Credit).

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XACTLY CORPORATION AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • March 13th, 2014 • Xactly Corp • Services-prepackaged software • California

This Amended and Restated Investor Rights Agreement (the “Agreement”) is made as of June 23, 2010, by and among Xactly Corporation, a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A hereto (the “Investors”).

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 13th, 2014 • Xactly Corp • Services-prepackaged software

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 10, 2012 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 2400 Hanover Street, Palo Alto, California 94304 (“Bank”), and XACTLY CORPORATION, a Delaware corporation, and CENTIVE, INC., a Delaware corporation, each with offices located at 225 West Santa Clara Street, San Jose, California 95113 (individually and collectively, jointly and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

LOAN AND SECURITY AGREEMENT between XACTLY CORPORATION and WELLINGTON FINANCIAL LP dated as of May 31, 2013
Loan and Security Agreement • March 13th, 2014 • Xactly Corp • Services-prepackaged software • California

LOAN AND SECURITY AGREEMENT (the “Agreement”) dated as of May 31, 2013, by and among XACTLY CORPORATION a corporation duly organized and validly existing under the laws of the Delaware (“Borrower” or the “Company”) and WF FUND IV LIMITED PARTNERSHIP (c/o/b as WELLINGTON FINANCIAL LP and WELLINGTON FINANCIAL FUND IV) (“Lender”).

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