SIXTH LOAN MODIFICATION AGREEMENT

Exhibit 10.1

SIXTH LOAN MODIFICATION AGREEMENT

This Sixth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of October 20, 2014, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 505 Fifth Avenue, 11th Floor, New York, New York 10017 (“Bank”) and TREMOR VIDEO, INC. (f.k.a. Tremor Media, Inc.), a Delaware corporation with its chief executive office located at 53 West 23rd Street, 12th Floor, New York, New York 10010 (“Borrower”).

1.             DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS.  Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of June 7, 2007, evidenced by, among other documents, a certain Loan and Security Agreement dated as of June 7, 2007, between Borrower and Bank, as amended by a certain First Loan Modification Agreement dated as of December 8, 2008, as further amended by a certain Second Loan Modification Agreement dated as of December 7, 2009, as further amended by a certain Third Loan Modification Agreement dated as of February 7, 2010, as further amended by a certain Fourth Loan Modification Agreement dated as of March 7, 2011, and as further amended by a certain Fifth Loan Modification Agreement dated as of December 30, 2011 (as amended from time to time, the “Loan Agreement”).  Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

2.             DESCRIPTION OF COLLATERAL.  Repayment of the Obligations is secured by the Collateral as described in the Loan Agreement (together with any other collateral security granted to Bank, the “Security Documents”).  Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.

3.             DESCRIPTION OF CHANGE IN TERMS.

A.                                    Modifications to Loan Agreement.

1                                         Borrower hereby acknowledges and agrees that Borrower will deliver to Bank, each in form and substance acceptable to Bank, each of the items listed on Schedule 1 hereto within the applicable time period set forth thereon.  Borrower acknowledges and agrees that the failure of Borrower to satisfy any requirement set forth on Schedule 1 within the applicable time period set forth thereon shall result in an immediate Event of Default under the Loan Agreement for which there shall be no grace or cure period.

2                                         The Loan Agreement shall be amended by deleting the following, appearing as Sections 2.1.4, 2.1.5 and 2.1.6 thereof:

“              2.1.4       Intentionally omitted.”

                2.1.5       Intentionally omitted.

                2.1.6       Intentionally omitted.”

and inserting in lieu thereof the following:

“              2.1.4       Letters of Credit.

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(a)           Upon Borrower’s request, on or prior to the Guidance Line Maturity Date, Bank shall issue or have issued Letters of Credit denominated in Dollars or a Foreign Currency for Borrower’s account.  The aggregate Dollar Equivalent of the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed Two Million Five Hundred Thousand Dollars ($2,500,000.00), minus (i) the sum of all amounts used for Cash Management Services, and minus (ii) the FX Reduction Amount.

(b)           If, on the Guidance Line Maturity Date (or the effective date of any termination of this Agreement), there are any outstanding Letters of Credit, then on such date Borrower shall provide to Bank cash collateral in an amount equal to one hundred five percent (105.0%) (if the Letter of Credit is denominated in Dollars) or one hundred ten percent (110.0%) (if the Letter of Credit is denominated in a Foreign Currency) of the aggregate Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or estimated by Bank to become due in connection therewith, to secure all of the Obligations relating to such Letters of Credit.  All Letters of Credit shall be in form and substance acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s standard Application and Letter of Credit Agreement (the “Letter of Credit Application”).  Borrower agrees to execute any further documentation in connection with the Letters of Credit as Bank may reasonably request.  Borrower further agrees to be bound by the regulations and interpretations of the issuer of any Letters of Credit guarantied by Bank and opened for Borrower’s account or by Bank’s interpretations of any Letter of Credit issued by Bank for Borrower’s account, and Borrower understands and agrees that Bank shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments, or supplements thereto.

(c)           The obligation of Borrower to immediately reimburse Bank for drawings made under Letters of Credit shall be absolute, unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, such Letters of Credit, and the Letter of Credit Application.

(d)           Borrower may request that Bank issue a Letter of Credit payable in a Foreign Currency.  If a demand for payment is made under any such Letter of Credit, Bank shall treat such demand as an Advance to Borrower of the Dollar Equivalent of the amount thereof (plus fees and charges in connection therewith such as wire, cable, SWIFT or similar charges).

(e)           To guard against fluctuations in currency exchange rates, upon the issuance of any Letter of Credit payable in a Foreign Currency, Bank shall create a reserve (the “Letter of Credit Reserve”) under the Revolving Line in an amount equal to ten percent (10.0%) of the face amount of such Letter of Credit.  The amount of the Letter of Credit Reserve may be adjusted by Bank from time to time to account for fluctuations in the exchange rate.  The availability of funds under the Revolving Line shall be reduced by the amount of such Letter of Credit Reserve for as long as such Letter of Credit remains outstanding.

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2.1.5       Foreign Exchange. Until the Guidance Line Maturity Date, Borrower may enter into foreign exchange contracts with Bank under which Borrower commits to purchase from or sell to Bank a specific amount of Foreign Currency (each, a “FX Contract”) on a specified date (the “Settlement Date”).  FX Contracts shall have a Settlement Date of at least one (1) FX Business Day after the contract date and shall be subject to a reserve of ten percent (10.0%) of each outstanding FX Contract.  The aggregate amount of FX Contracts at any one time may not exceed ten (10) times Two Million Five Hundred Thousand Dollars ($2,500,000.00), minus (i) the sum of all amounts used for Cash Management Services, and minus (ii) the aggregate Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve).  The amount otherwise available shall be reduced by an amount equal to ten percent (10.0%) of each outstanding FX Contract (the “FX Reduction Amount”).  Any amounts needed to fully reimburse Bank for any amounts not paid by Borrower in connection with FX Contracts will accrue interest at the interest rate applicable to Advances.  Subject to Section 4.1, if, on the Guidance Line Maturity Date, there are any outstanding FX Forward Contracts, then on such date Borrower shall provide to Bank cash collateral in an amount consistent with Bank’s current foreign exchange contracts policies to secure all of the Obligations relating to such FX Forward Contracts.

2.1.6       Cash Management Services.  Until the Guidance Line Maturity Date, Borrower may use an aggregate amount not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000.00), minus (i) the aggregate Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), and minus (ii) the FX Reduction Amount, for Bank’s cash management services, which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in Bank’s various cash management services agreements (collectively, the “Cash Management Services”).  Any amounts Bank pays on behalf of Borrower for any Cash Management Services will accrue interest at the interest rate applicable to Advances. Subject to Section 4.1, if, on the Guidance Line Maturity Date, there are any outstanding Cash Management Services, then on such date Borrower shall provide to Bank cash collateral in an amount consistent with Bank’s current cash management services policies to secure all of the Obligations relating to such Cash Management Services.”

3                                         The Loan Agreement shall be amended by deleting the following text, appearing in Section 2.2(a) thereof:

“              (iii)          Advances.  Subject to Section 2.2(b), the principal amount outstanding under the Revolving Line shall accrue interest at a floating per annum rate equal to one-half of one percentage point (0.50%) above the Prime Rate, which interest shall be payable monthly in accordance with Section 2.2(f) below.”

and inserting in lieu thereof the following:

“              (iii)          Advances.  Subject to Section 2.2(b), the principal amount outstanding under the Revolving Line shall accrue interest at a floating per

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annum rate equal to the Prime Rate, which interest shall be payable monthly in accordance with Section 2.2(f) below.”

4                                         The Loan Agreement shall be amended by deleting the following text, appearing in Section 2.3(d) thereof:

“A fee (the “Unused Revolving Line Facility Fee”), payable quarterly, in arrears, on a calendar year basis, in an amount equal to one-fifth of one percent (0.20%) per annum of the unused portion of the Revolving Line.”

and inserting in lieu thereof the following:

“A fee (the “Unused Revolving Line Facility Fee”), payable quarterly, in arrears, on a calendar year basis, in an amount equal to one-quarter of one percent (0.25%) per annum of the unused portion of the Revolving Line (which, for clarity, is only the facility provided pursuant to Section 2.1.3).”

5                                         The Loan Agreement shall be amended by deleting the following text, appearing in Section 3.2 thereof:

“              (c)           in Bank’s reasonable discretion, there has not been a Material Adverse Change.”

and inserting in lieu thereof the following:

“              (c)           in Bank’s reasonable discretion, there has not been any material impairment in the general affairs, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.”

6                                         The Loan Agreement shall be amended by deleting the following text, appearing in Section 3.4 thereof:

“Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension set forth in this Agreement, to obtain a Term Loan Advance, a 2008 Term Loan Advance, or an Advance, Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 noon Eastern time on the Funding Date of the Term Loan Advance, 2008 Term Loan Advance, or Advance.”

and inserting in lieu thereof the following:

“Subject to the prior satisfaction of all other applicable conditions to the making of a Credit Extension set forth in this Agreement, to obtain a Credit Extension (other than Credit Extensions under Sections 2.1.4 or 2.1.6), Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 noon Eastern time on the Funding Date of the Credit Extension.”

7                                         The Loan Agreement shall be amended by deleting the following text, appearing in Section 6.2(a) thereof:

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“(i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form reasonably acceptable to Bank;”

and inserting in lieu thereof the following:

“(i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form reasonably acceptable to Bank.  Notwithstanding the foregoing, for any month in which the aggregate amount of unrestricted and unencumbered cash and Cash Equivalents maintained by Borrower and Borrower’s Subsidiaries with Bank is greater Thirty Million Dollars ($30,000,000.00) at all times, Borrower will not be required to deliver these materials for such month, provided, however, that, if Borrower is not required to deliver these materials for any month in a given calendar quarter, Borrower must deliver such materials covering such quarterly period (instead of monthly periods) no later than forty-five (45) days after the last day of such quarter;”

8                                         The Loan Agreement shall be amended by deleting the following text, appearing in Section 6.2(a) thereof:

“(v) at least annually, within ten (10) days of approval by Borrower’s Board, and within ten (10) days of any updates or changes thereto, Board approved projections and a budget;”

and inserting in lieu thereof the following:

“(v) at least annually, no later than the earlier of (i) forty-five (45) days after the last day of Borrower’s fiscal year and (ii) ten (10) days after approval by Borrower’s board of directors, and in either case within ten (10) days of any updates or changes thereto, Board approved projections and a budget;”

9                                         The Loan Agreement shall be amended by deleting the following text, appearing in Section 6.2 thereof:

“              (b)           Within thirty (30) days after the last day of each month, deliver to Bank with the monthly financial statements a completed Compliance Certificate signed by a Responsible Officer.

(c)           Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).”

and inserting in lieu thereof the following:

“              (b)           Within thirty (30) days after the last day of each month, deliver to Bank with the monthly financial statements a completed Compliance Certificate signed by a Responsible Officer.  Notwithstanding the foregoing, for

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any month in which the aggregate amount of unrestricted and unencumbered cash and Cash Equivalents maintained by Borrower and Borrower’s Subsidiaries with Bank is greater Thirty Million Dollars ($30,000,000.00) at all times, Borrower will not be required to deliver a Compliance Certificate for such month, provided, however, that, if Borrower is not required to deliver a Compliance Certificate for any month in a given calendar quarter, Borrower must deliver a completed Compliance Certificate signed by a Responsible Officer no later than forty-five (45) days after the last day of such quarter.”

(c)           Within thirty (30) days after the last day of each month, deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).  Notwithstanding the foregoing, for any month in which the aggregate amount of unrestricted and unencumbered cash and Cash Equivalents maintained by Borrower and Borrower’s Subsidiaries with Bank is greater Thirty Million Dollars ($30,000,000.00) at all times, Borrower will not be required to deliver these materials for such month, provided, however, that, if Borrower is not required to deliver these materials for any month in a given calendar quarter, Borrower must deliver such materials no later than forty-five (45) days after the last day of such quarter.”

10                                  The Loan Agreement shall be amended by deleting the following text, appearing in Section 6.6 thereof:

“              (a)           To permit Bank to monitor Borrower’s financial performance and condition, Borrower, and all Borrower’s Subsidiaries, shall maintain Borrower’s and such Subsidiaries’, primary operating accounts with Bank and all of Borrower’s and such Subsidiaries’ cash or securities in excess of that amount used for Borrower’s or such Subsidiaries’ current operations shall be maintained or administered through Bank and Bank’s affiliates.”

and inserting in lieu thereof the following:

“              (a)           To permit Bank to monitor Borrower’s financial performance and condition, maintain all of Borrower’s and all Borrower’s Subsidiaries operating accounts with Bank and all of Borrower’s and such Subsidiaries’ cash or securities in excess of that amount used for Borrower’s or such Subsidiaries’ current operations shall be maintained or administered through Bank and Bank’s affiliates.  Notwithstanding the foregoing, (i) for the quarter ending December 31, 2014 only, if, on October 3, 2014, Borrower and Borrower’s Subsidiaries have unrestricted and unencumbered cash and Cash Equivalents with Bank and Bank’s affiliates with a balance of no less than Thirty Million Dollars ($30,000,000.00), Borrower may maintain cash or securities in excess of that amount used for Borrower’s or such Subsidiaries’ current operations in non-operating accounts at financial institutions other than Bank and Bank’s Affiliates and (ii) for the quarter ending March 31, 2015 and for each quarter thereafter, if during the immediately preceding calendar quarter, Borrower and Borrower’s Subsidiaries maintained unrestricted and unencumbered cash and Cash Equivalents with Bank and Bank’s affiliates with an average daily balance of no less than Thirty Million Dollars ($30,000,000.00), as tested for the entire quarter on the last day of such quarter, Borrower may maintain cash or securities in excess of that amount used for Borrower’s or such Subsidiaries’ current

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operations in non-operating accounts at financial institutions other than Bank and Bank’s Affiliates.”

11                                  The Loan Agreement shall be amended by deleting the following, appearing as Section 6.10 thereof:

“              6.10        Financial Covenant.  Borrower shall maintain at all times, to be tested as of the last day of each month, to be computed on a consolidated basis, a ratio of (a) Quick Assets, to (b) Current Liabilities minus Current Deferred Revenue of at least 1.50 to 1.0.”

and inserting in lieu thereof the following:

“              6.10        Financial Covenant.  Borrower shall maintain at all times, to be tested (i) for each calendar quarter in which the aggregate amount of unrestricted and unencumbered cash and Cash Equivalents maintained with Bank by Borrower and Borrower’s Subsidiaries is greater than Thirty Million Dollars ($30,000,000.00) at all times, as of the last day of such calendar quarter and (ii) for each calendar quarter in which the aggregate amount of unrestricted and unencumbered cash and Cash Equivalents maintained with Bank by Borrower and Borrower’s Subsidiaries is less than or equal to Thirty Million Dollars ($30,000,000.00) at any time, as of the last day of each month in such quarter, to be computed on a consolidated basis, a ratio of (a) Quick Assets, to (b) Current Liabilities minus Current Deferred Revenue of at least 1.25 to 1.0.”

12                                  The Loan Agreement shall be amended by deleting the following text, appearing in Section 7 thereof:

“              7.1          Dispositions.  Unless provision is made for the repayment in full of the Obligations under this Agreement and the 2008 Loan Agreement and the termination of this Agreement and the 2008 Loan Agreement as of or prior to the consummation thereof, convey, sell, lease, transfer, assign, or otherwise dispose of (collectively a “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of surplus, worn-out or obsolete Equipment; (c) in connection with Permitted Liens and Permitted Investments; and (d) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business.

7.2          Changes in Business, Management, Ownership, or Business Locations.  (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) have a change in management such that the Key Person resigns, is terminated, or is no longer actively involved in the management of the Borrower in his/her current position and a replacement reasonably satisfactory to Borrower’s Board of Directors for such Key Person is not made within one hundred twenty (120) days after departure from Borrower, or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower immediately prior to the first such transaction own less than 51% of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of

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Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Bank the venture capital investors prior to the closing of the transaction).  Borrower shall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Thousand Dollars ($25,000) in Borrower’s assets or property), (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization.

7.3          Mergers or Acquisitions.  Unless provision is made for the repayment in full of the Obligations under this Agreement and the 2008 Loan Agreement and the termination of this Agreement and the 2008 Loan Agreement as of or prior to the consummation 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.  A Subsidiary may merge or consolidate into another Subsidiary or into Borrower or its assets may be acquired by another Subsidiary or by Borrower.”

and inserting in lieu thereof the following:

“              7.1          Dispositions.  Unless provision is made for the repayment in full of the Obligations under this Agreement and the 2008 Loan Agreement and the termination of this Agreement and the 2008 Loan Agreement as of or prior to the consummation thereof, convey, sell, lease, transfer, assign, or otherwise dispose of (collectively a “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of surplus, worn-out or obsolete Equipment; (c) in connection with Permitted Liens, Permitted Investments or Permitted Acquisitions; (d) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business; (e) consisting of sales of capital stock by Borrower, including without limitation sales of or retirements of capital stock to satisfy tax obligations in connection with the vesting of restricted stock unit awards so long as such sales or retirements of capital stock are not prohibited by Section 7.2 hereof; and (f) among its Subsidiaries or from a Subsidiary to Borrower.

7.2          Changes in Business, Management, Ownership, or Business Locations.  (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) have a change in management such that the Key Person resigns, is terminated, or is no longer actively involved in the management of Borrower in his/her current position and a replacement reasonably satisfactory to Borrower’s Board of Directors for such Key Person is not made within one hundred twenty (120) days after departure from Borrower, or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower immediately prior to the first such transaction own less than 51% of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower

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identifies to Bank the venture capital investors prior to the closing of the transaction).  Borrower shall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00) in Borrower’s assets or property), (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization.

7.3          Mergers or Acquisitions.  Unless provision is made for the repayment in full of the Obligations under this Agreement and the 2008 Loan Agreement and the termination of this Agreement and the 2008 Loan Agreement as of or prior to the consummation 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 except for purchases or other acquisitions by Borrower or any Subsidiary of Borrower of the capital stock in a Person that, upon the consummation thereof, will be a Subsidiary (including as a result of a merger or consolidation) or all or substantially all of the assets of, or assets constituting one or more business units of, any Person (each, a “Permitted Acquisition”); provided that, with respect to each such purchase or other acquisition: