0000950123-15-004485 Sample Contracts

XACTLY CORPORATION INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 17th, 2015 • Xactly Corp • Services-prepackaged software • Delaware

This Indemnification Agreement (this “Agreement”) is dated as of , 20 and is between Xactly Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).

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XACTLY CORPORATION CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • April 17th, 2015 • Xactly Corp • Services-prepackaged software • California

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between [NAME] (“Executive”) and Xactly Corporation (the “Company”), effective as of April 17, 2015.

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT between XACTLY CORPORATION and WELLINGTON FINANCIAL LP dated as of October 24, 2014
Loan and Security Agreement • April 17th, 2015 • Xactly Corp • Services-prepackaged software

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “Agreement”) dated as of October 24, 2014, 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”).

FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 17th, 2015 • Xactly Corp • Services-prepackaged software

This Fifth Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of March 24, 2014, by and between Silicon Valley Bank (“Bank”) and Xactly Corporation, a Delaware corporation, and Centive, Inc., a Delaware corporation (individually and collectively, jointly and severally, “Borrower”) whose address is 225 West Santa Clara Street, Suite 1200, San Jose, California 95113.

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