Common use of Reporting Covenants Required Complies Clause in Contracts

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. Monthly Financial Statements financial statements and a Compliance Certificate (Section 6.01(a)) Within Monthly, within 30 days after the end of each month Yes No A/R and A/P Aging Reports Together with monthly financial statements (upon request) Yes No Quarterly Financial Statements and a Compliance Certificate financial statements Quarterly, within 45 days (Section 6.01(b)deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Within 30 days after the end of each fiscal quarter 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 (CPA audited) (Section 6.01(c)) 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 fiscal year calendar quarter Yes No Board approved operating plan and Bank account statements (with transaction detail) Together with monthly financial projections and for the next fiscal year statements (Section 6.01(d)upon request) 30 days prior to the start of each fiscal year or when received Yes No 409(A) valuation reports (Section 6.01(e)) Product related material correspondence, reports, documents and other filings Within 30 days 5 Business Days after completion receipt 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:205707600 v10

Reporting Covenants Required Complies. Company Prepared Monthly Financial Statements and a F/S Monthly, within 30 days YES NO Compliance Certificate (Section 6.01(a)) Within Monthly, within 30 days after the end YES NO CPA Audited, Unqualified F/S Annually, within 180 days of each month Yes No Quarterly Financial Statements and a Compliance Certificate FYE YES NO Annual Business Plan (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)incl. operating budget) 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(AFYE YES NO Audit Annual YES NO If Public: 10-Q Quarterly, within 5 days of SEC filing (50 days) valuation reports YES NO 10-K Annually, within 5 days of SEC filing (Section 6.01(e)95 days) Within 30 days after completion Yes No All board packages delivered to board YES NO Total amount of directors (Section 6.02(a)) When delivered to board Yes No Detailed capitalization table by round Borrower’s cash and investor (Section 6.02(b)) Quarterly Yes No Amount: $ YES NO investments Total amount of Borrower’s cash and Amount: $ YES NO investments maintained with Bank Legal action Action > $100,000 (Section 6.02(c)) 200,000 Notify promptly Yes No Default, Event of Default, Event of Loss or Material Adverse Effect (Section 6.02(d)) upon notice YES NO Inventory Disputes > $200,000 Notify promptly Yes No Formation of any Subsidiary (Section 6.02(e)) upon notice YES NO Mergers & Acquisitions > $250,000 Notify promptly Yes No Permitted Transfers general basket (Section 7.02(iv)) <upon notice YES NO Cross default with other agreements Notify promptly upon notice YES NO >$100,000 $ Yes No Permitted distributions for stock repurchases (Section 7.04(ii)(2)) <200,000 Judgment > $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 200,000 Notify promptly upon notice YES NO None. Permitted Indebtedness for equipment leases (Section 7.05) <$100,000 $ Yes No 200,000 YES NO Permitted Indebtedness general basket (Section 7.05) Investments for stock repurchase <$100,000 $ Yes No 200,000 YES NO Permitted Investments for subsidiaries <$200,000 YES NO Permitted Investments for employee loans (Section 7.06) <$50,000 $ Yes No 200,000 YES NO Permitted Investments to Subsidiaries (Section 7.06) for joint ventures <$500,000 / month $ Yes No 200,000 YES NO Permitted Investments general basket (Section 7.06) Liens for equipment leases <$100,000 $ Yes No IN WITNESS WHEREOF200,000 YES NO Permitted Transfers <$200,000 YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the undersigned has executed this Compliance Certificate on financial covenants, 20 no credit extensions will be made. ADAPTIVE INSIGHTSVery truly yours, INC. By: Authorized Signer Name: Title: INCUMBENCY CERTIFICATE Permitted Indebtedness (Exhibit A) The undersignedCompany has an outstanding balance payable to Gen-Probe / Hologic of $4,811,316.00 at September 30, 2013 resulting from the purchase of testing instruments. The amount due is unsecured and is non-interest bearing. The Company is required to make periodic payments to Gen-Probe pursuant to the Supply Agreement between Gen-Probe Incorporated and Roka Bioscience, hereby certifies that:Inc. dated May 27, 2011 (the “Gen-Probe Supply Agreement”). However, for the avoidance of doubt, per the agreed-upon provisions of the final Term Sheet with respect to this Agreement, such amount due under the Gen-Probe Supply Agreement is not to be considered “debt or sellers notes”. Permitted Investments (Exhibit A) None. Permitted Liens (Exhibit A) None. Prior Names (Section 5.5) None. Inventory or Equipment Locations (Section 5.5) Roka Bioscience, Inc. 20 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, NJ 07059 Roka Bioscience, Inc. 10▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Tech Trans / ▇▇▇▇▇▇▇ Distribution, Inc. 48▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇. Memphis, TN 38141 FedEx 50▇▇ ▇▇▇▇▇▇ ▇▇. Memphis, TN In addition to the above locations, the Company has Atlas instruments on loan to customers in various states pursuant to Evaluation Agreements, Rental Agreements and Reagent Rental Agreements. Records of customer address locations are maintained by the Company will be provided upon request. Litigation (Section 5.6) None. Inbound Licenses (Section 5.12)

Reporting Covenants Required Complies. Monthly Period-Ending Financial Statements and a with Compliance Certificate (Section 6.01(a)“CC”) Within Either (i) monthly within 30 days if no IPO has occurred, or (ii) upon an IPO, quarterly within (A) 45 days for each fiscal quarter of the first 3 quarters of Borrower’s fiscal year and (B) the earlier of (x) 90 days after the end last day of each month Yes No Quarterly Financial Statements and a Compliance Certificate Borrower’s fiscal year or (Section 6.01(b)y) Within 30 5 days after the end of each fiscal quarter filing any 10-K with SEC. Yes No Annual financial statements (a) if audited is required by the Board, FYE within 270 days (CPA auditedAudited) and (Section 6.01(cb) if audited is not required by the Board, FYE within 30 days (company-prepared)) Annually. Upon an IPO, within 90 5 days after filing with SEC. Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC. Yes No A/R & A/P Agings; General Ledger Monthly within 30 days* Yes No Borrowing Base Reports Upon each (i) Advance request, (ii) monthly within 30 days,* and (iii) at Bank’s option in its sole discretion while there are outstanding Advances, weekly within 5 days. Yes No Board-approved projections FYE within 60 days and within 30 days of any updates or amendments thereto. Yes No * Provided, however, this reporting shall not be required for any period if there were no Advances outstanding during such period through and including the end date that the reporting would otherwise be required to be delivered Maintain on a Monthly Basis: Minimum Revenue _________________ (trailing 6 month) Tested as of the last day of each fiscal year Yes No Board approved operating plan and financial projections and month, minimum GAAP revenue for the next fiscal year (Section 6.01(d)) 30 days prior to the start trailing 6 month period then ended, 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 at least 70% 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 Borrower’s projected performance for such month as outlined in Borrower’s 2018- 2019 Financial Projections $ 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:No

Reporting Covenants Required Complies. Monthly Financial Statements financial statements and a Compliance Certificate (Section 6.01(a)) Within Monthly, within 30 days after the end of each month Yes No A/R and A/P Aging Reports Monthly, within 30 days Yes No Quarterly Financial Statements and a Compliance Certificate (Section 6.01(b)) Within financial statements Quarterly, within 45 days Yes No Annual Projections Annually, within 30 days of 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 or holders of Subordinated Debt Within 5 days of delivery Yes No SEC filings Within 5 days after filing with SEC Yes No Legal action notices and updates Promptly Yes No Board, committee and subcommittee or advisory board materials Within 5 days of any Board or committee or subcommittee meeting, as delivered to Board Yes No Board minutes Promptly after Board meetings Yes No IP report At the end of each fiscal quarter Yes No Annual Bank account statements (with transaction detail) Together with monthly 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 Product related material correspondence, reports, documents and financial projections and for the next fiscal year (Section 6.01(d)) 30 days prior to the start of each fiscal year other filings Within 5 Business Days Yes No 409(A) valuation reports (Section 6.01(e)) Within 30 days after completion Yes No All board packages delivered to board Copies 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 preferred 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 financing documents Together with Compliance Certificate on , 20 . ADAPTIVE INSIGHTS, INC. By: Name: Title: INCUMBENCY CERTIFICATE The undersigned, , hereby certifies that:due after closing of such financing Yes No

Reporting Covenants Required Complies. Monthly Financial Statements and a with Compliance Certificate (Section 6.01(a)) Within Monthly 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 statement (CPA auditedAudited) (Section 6.01(c)) Annually, FYE within 90 180 days after the end Yes No Annual operating budget and financial projections Annually within 45 days of each fiscal year FYE Yes No KPI Metrics Report Monthly within 30 days Yes No Payment Processing Accounts Monthly within 30 days Yes No Board approved operating plan and financial projections and for the next fiscal year (Section 6.01(d)) materials Quarterly within 30 days prior Yes No Have there been any material changes to the start capitalization table of each fiscal year Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Certificate. Yes No 409(AThe following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) 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: Received by: Name: AUTHORIZED SIGNER Title: INCUMBENCY CERTIFICATE The undersignedDate: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No Fax To: Date: From Account # To Account # Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # Amount of Term Loan Advance $ All Borrower’s representations and warranties in the Mezzanine Loan and Security Agreement are true, , hereby certifies thatcorrect and complete on the date of the request for an advance: Authorized Signature: Phone Number: Print Name/Title:

Reporting Covenants Required Complies. Monthly Financial Statements financial statements and a Compliance Certificate (Section 6.01(a)) Within Monthly, within 30 days after the end of each month Yes No A/P Aging Reports Monthly, within 30 days Yes No Quarterly financial statements Quarterly, within 45 days Yes No Annual Operating Budget and Financial Statements and a Compliance Certificate (Section 6.01(b)) Within Projections Annually, within 30 days of fiscal year end and within 5 days of any material modification Yes No Annual audited financial statements and any management letters Annually, within (i) 120 days for Borrower’s 2023 fiscal year end and (ii) 90 days of any other fiscal year end Yes No Statements, reports and notices to stockholders or holders of Subordinated Debt Within 5 days of delivery Yes No SEC filings Within 5 days after filing with SEC Yes No Legal action notices and updates Promptly Yes No Board or advisory board materials Within 5 Business Days of Parent’s Board meeting Yes No Board minutes Within 5 Business Days of Parent’s Board meeting Yes No IP report At the end of each fiscal quarter Yes No Annual Bank account statements (with transaction detail) Together with monthly financial statements 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 13-Week Cash Flow Statement and updated bank account statements (CPA auditedi) (Section 6.01(c)) Annuallyprior to the occurrence of the Successful Funding Event, within 90 days three (3) Business Days after the end of each fiscal year calendar week, and (ii) on and after the occurrence of the Successful Funding Event, within three (3) Business Days after the last day of each month Yes No Board approved operating plan and financial projections and for the next fiscal year Qualifying Payment Notice Two (Section 6.01(d)2) 30 days prior to the start Business Days after a Loan Party has knowledge of each fiscal year receiving a Qualified Payment 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:No

Reporting Covenants Required Complies. Monthly Financial Statements financial statements and a Compliance Certificate (Section 6.01(a)) Within Monthly, within 30 days after the end of each month Yes No A/R and A/P Aging Reports Together with monthly financial statements (upon request) Yes No Quarterly Financial Statements and a Compliance Certificate financial statements Quarterly, within 45 days (Section 6.01(b)deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Within 30 days after the end of each fiscal quarter 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 (CPA audited) (Section 6.01(c)) 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 fiscal year calendar quarter Yes No Bank account statements (with transaction detail) Together with monthly financial statements (upon request) or when received Yes No Board approved operating plan and financial projections and for the next fiscal year (Section 6.01(d)) 30 days prior Package Within 5 Business Days of delivery to the start of each fiscal year Board Yes No 409(A) valuation reports (Section 6.01(e)) Product related material correspondence, reports, documents and other filings Within 30 days 5 Business Days after completion receipt 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:No

Reporting Covenants Required Complies. Monthly Financial Statements and a Quarterly financial statements with Compliance Certificate (Section 6.01(a)) Within 30 Quarterly within 45 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 auditedAudited) (Section 6.01(c)) Annuallywith Compliance Certificate FYE within 120 days1 Yes No 10-Q, within 90 10-K and 8-K Within 5 days after the end of each fiscal year filing with SEC2 Yes No Monthly Agings Report Monthly within 30 days Yes No Monthly Cancellation Report Monthly within 30 days Yes No Monthly Legal Reporting Monthly within 30 days Yes No Board approved operating plan and financial projections and for FYE within 60 days Yes No 13-week projections Monthly within 10 Business Days Yes No The following Intellectual Property was registered after the next fiscal year Effective Date (if no registrations, state “None”) Amount Paid by Sunlight Financial Holdings Inc. [TEXT REDACTED] $_______ $_______ Cash Debt Service Coverage Ratio after December 31, 2025 [TEXT REDACTED] Yes No 1 Per Section 6.01(d5.3(e)) 30 days prior , to the start extent any such documents are included in materials otherwise filed with the SEC, such documents may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower, Parent, or any 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 their respective Subsidiaries files such documents with the SEC and such documents are publicly available on the SEC’s E▇▇▇▇ filing system or any successor thereto, provided, however, that notwithstanding the foregoing, Borrower shall promptly provide such documents 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:following Bank’s request therefor.

Reporting Covenants Required Complies. Monthly Financial Statements financial statements and a Compliance Certificate (Section 6.01(a)) Within Monthly, within 30 days after (excluding for the end last month of each month fiscal quarter) Yes No A/R and A/P Aging Reports Monthly, within 30 days Yes No Quarterly Financial Statements financial statements and a Compliance Certificate (Section 6.01(b)) Within Quarterly, within 30 days Yes No Annual Projections Annually, within 30 days of fiscal year end Yes No Annual audited financial statements and any management letters Annually, within 90 days of fiscal year end Yes No Statements, reports and notices to stockholders or holders of Subordinated Debt Within 5 days of delivery Yes No SEC filings Within 5 days after filing with SEC Yes No Legal action notices and updates (over $250,000) Promptly Yes No Board, committee and subcommittee or advisory board materials As and when delivered to Board Yes No Board minutes Promptly after Board meetings Yes No IP report At the end of each fiscal quarter Yes No Annual Bank account statements (with transaction detail) Together with monthly 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 Product related material correspondence, reports, documents and financial projections and for the next fiscal year (Section 6.01(d)) 30 days prior to the start of each fiscal year other filings Within 5 Business Days 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:No

Reporting Covenants Required Complies. Monthly Financial Statements and a Quarterly financial statements with Compliance Certificate Statement Quarterly within (Section 6.01(a)i) Within 30 45 days after the end last day of the first three calendar quarters of each month Yes No Quarterly Financial Statements fiscal year, and a Compliance Certificate (Section 6.01(b)ii) Within 30 ninety (90) days after the end last day of the last fiscal quarter of each fiscal quarter year Yes No Annual financial statements (CPA auditedAudited) (Section 6.01(c)) AnnuallyFYE within 180 days Yes No 10-Q, within 90 10-K and 8-K Within 5 days after the filing with SEC Yes No Borrowing Base Statements (i) monthly within 30 days of month end when a Streamline Period is in effect, (ii) weekly on Friday of each fiscal year week when a Streamline Period is not in effect, and (iii) with each request for an Advance Yes No A/R & A/P Agings Monthly within 30 days Yes No CLOSED\240649613.7 Board approved projections FYE within 30 days and as amended/updated 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)) Materials Within 30 days after completion of presentation to the Board Yes No All board packages delivered to board Monthly bank statements for accounts outside of directors (Section 6.02(a)) When delivered to board Bank Monthly within 30 days Yes No Detailed Minimum Revenue See Schedule 1 $__ Yes No Have there been any amendments of or other changes to the capitalization table by round of Borrower and investor (Section 6.02(b)) Quarterly Yes No Legal action > $100,000 (Section 6.02(c)) Notify promptly Yes No Defaultto the Operating Documents of Borrower or any of its Subsidiaries? If yes, Event of Default, Event of Loss or Material Adverse Effect (Section 6.02(d)) Notify promptly Yes No Formation provide copies 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 such amendments or changes with this Compliance Certificate on , 20 Statement. ADAPTIVE INSIGHTS, INC. By: Name: Title: INCUMBENCY CERTIFICATE The undersigned, , hereby certifies that:Yes No

Reporting Covenants Required Complies. Monthly Financial Statements financial statements and a Compliance Certificate (Section 6.01(a)) Within Monthly, within 30 days after the end of each month Yes No A/P Aging Reports Monthly, within 30 days Yes No Quarterly financial statements Quarterly, within 45 days Yes No Annual Operating Budget and Financial Statements and a Compliance Certificate (Section 6.01(b)) Within Projections Annually, within 30 days of fiscal year end and within 5 days of any material modification Yes No Annual audited financial statements and any management letters Annually, within (i) 120 days for Borrower’s 2023 fiscal year end and (ii) 90 days of any other fiscal year end Yes No Statements, reports and notices to stockholders or holders of Subordinated Debt Within 5 days of delivery Yes No SEC filings Within 5 days after filing with SEC Yes No Legal action notices and updates Promptly Yes No Board or advisory board materials Within 5 Business Days of Parent’s Board meeting Yes No Board minutes Within 5 Business Days of Parent’s Board meeting Yes No IP report At the end of each fiscal quarter Yes No Annual Bank account statements (with transaction detail) Together with monthly 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 Product related material correspondence, reports, documents and financial projections and for the next fiscal year (Section 6.01(d)) 30 days prior to the start of each fiscal year other filings Within 5 Business Days Yes No 409(A) valuation reports (Section 6.01(e)) Within 30 days after completion Yes No All board packages delivered to board Copies 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 preferred 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 financing documents Together with Compliance Certificate on , 20 . ADAPTIVE INSIGHTS, INC. By: Name: Title: INCUMBENCY CERTIFICATE The undersigned, , hereby certifies that:due after closing of such financing Yes No

Reporting Covenants Required Complies. Monthly Financial Statements and a financial statements Monthly, within 30 days Yes No Compliance Certificate (Section 6.01(a)) Within Monthly, within 30 days after the end of each month Yes No Quarterly Financial Statements A/R and a Compliance Certificate (Section 6.01(b)) Within A/P Aging Reports Monthly, within 30 days after the end of each fiscal quarter Yes No Annual Operating Budget and Financial Projections Annually, upon the earlier of (x) 60 days of fiscal year end and (y) 5 Business Days after Board’s approval of projections Yes No Annual audited financial statements (CPA audited) (Section 6.01(c)) and any management letters Annually, within 90 150 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 the end of each fiscal year Yes No Board approved operating plan and financial projections and for the next fiscal year filing with SEC (Section 6.01(d)or by link to website) 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 notices and updates Promptly Yes No Default, Event of Default, Event of Loss or Material Adverse Effect (Section 6.02(d)) Notify promptly Board materials As and when delivered to Board Yes No Formation of any Subsidiary (Section 6.02(e)) Notify promptly Board minutes Promptly after Board meetings Yes No Permitted Transfers general basket IP report Quarterly, within 30 days Yes No Bank account statements (Section 7.02(iv)with transaction detail) <Together with monthly financial statements, or within 3 Business Days of a request by a Loan Party Yes No Product related material correspondence, reports, documents and other filings Within 5 Business Days Yes No Equipment financing Indebtedness Not to exceed $100,000 500,000 outstanding $ Yes No Permitted distributions for stock repurchases (Section 7.04(ii)(2)) <Unsecured credit card Indebtedness Not to exceed $100,000 250,000 outstanding at any time $ Yes No Permitted Indebtedness pursuant Repurchases of stock from former employees, consultants, officers and directors Not to SVB Loan Agreement (revolv advances) (Section 7.05) <exceed $30,000,000 (Advances and Bank Services) 250,000 per fiscal year $ Yes No <Investments in Subsidiaries that are not Loan Parties Not to exceed $2,000,000 (Bank Services) 100,000 per fiscal year $ Yes No Permitted Indebtedness pursuant Deposits or pledges for bids, tenders, contracts, leases, surety or appeal bonds Not to SVB Loan Agreement (equipment loans) (Section 7.05) <exceed $1,400,000 (decreases as principal repaid) 250,000 at any time $ Yes No Permitted Indebtedness for equipment leases (Section 7.05) <Reimbursement obligations under letters of credit Not to exceed $100,000 at any time $ Yes No Permitted Indebtedness general basket (Section 7.05) <Investments consisting of employee loans Not to exceed $100,000 250,000 at any time $ Yes No Permitted Investments for employee loans (Section 7.06) <Other Indebtedness Not to exceed $50,000 250,000 in the aggregate $ 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:No

Reporting Covenants Required Complies. Monthly Financial Statements and a with Compliance Certificate (Section 6.01(a)) Within Monthly within 30 days after the end of each the month Yes No Quarterly Financial Statements and a Compliance Certificate Annual financial statement (Section 6.01(b)CPA Audited) FYE within 180 days Yes ▇▇ ▇▇-▇, ▇▇-▇ ▇▇▇ ▇-▇ (▇▇ ▇▇▇▇▇▇▇▇ is subject to Exchange Act reporting requirements) Within 5 days after filing with SEC Yes No A/R & A/P Agings (prepared both on a consolidated basis and with respect to Borrower alone) Monthly within 20 days after the end of the month Yes No Deferred Revenue Report (prepared both on a consolidated basis and with respect to Borrower alone) Monthly within 20 days after the end of the month unless there were no Obligations outstanding during the period commencing on the first day of such month through and including the 20th day after the last day of such month Yes No Transaction Reports With each Advance at all times At times when Obligations with respect to Advances are outstanding: within 30 days after the end of each fiscal quarter the month when a Streamline Period is in effect; and on Friday of every other week when a Streamline Period is not in effect Yes No N/A Annual financial statements Financial Projections Earlier of (CPA auditeda) within 10 days of approval by board of directors and (Section 6.01(c)b) Annually, January 31 Yes No Recurring Revenue Reports Monthly within 90 30 days after the end of each fiscal year the month 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 409A Valuation Report Annually or as updated Yes No 409(A) valuation reports The following Intellectual Property was registered after the Effective Date (Section 6.01(eif no registrations, state “None”)) 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. Monthly Financial Statements financial statements and a Compliance Certificate (Section 6.01(a)) Within Monthly, within 30 days after the end of each month Yes No Quarterly Financial Statements Projections Projections: Annually, within 60 days of fiscal year end Yes No Annual audited financial statements and a Compliance Certificate any management letters Annually, on or before September 30, 2020 with respect to fiscal year 2019, such due date to be made one month earlier relative to the prior year each year thereafter (Section 6.01(b)or, if earlier, when required to be filed with the Securities and Commission) Yes No Statements, reports and notices to stockholders Within 30 5 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 5 days of receipt Yes No Summary capitalization table Within 5 days of material change Yes No Board materials As and when delivered to Board Yes No Board minutes Promptly after Board meetings Yes No IP report At the end of each fiscal quarter Yes No Annual financial Federal tax return Within 5 days of when filed Yes No Bank account statements (CPA auditedwith transaction detail) (Section 6.01(c)) Annually, within 90 days after On the end last day of each fiscal year month, or within 3 days of Agent’s request 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 Copies of each fiscal year preferred stock financing documents Together with Compliance Certificate due after closing of such financing Yes No 409(APPP Loan use of proceeds / loan forgiveness update Together with Compliance Certificate (if applicable) 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:N/A

Reporting Covenants Required Complies. Monthly Financial Statements financial statements and a Compliance Certificate (Section 6.01(a)) Within Monthly, within 30 days after the end of each month Yes No A/R and A/P Aging Reports Together with monthly financial statements (upon request) Yes No Quarterly Financial Statements and a Compliance Certificate financial statements Quarterly, within 45 days (Section 6.01(b)deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Within 30 days after the end of each fiscal quarter 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 (CPA audited) (Section 6.01(c)) 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 fiscal year calendar quarter Yes No Board approved operating plan and Bank account statements (with transaction detail) Together with monthly financial projections and for the next fiscal year statements (Section 6.01(d)upon request) 30 days prior to the start of each fiscal year or when received Yes No 409(A) valuation reports (Section 6.01(e)) Product related material correspondence, reports, documents and other filings Within 30 days 5 Business Days after completion receipt 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:No