FIRST LOAN MODIFICATION AGREEMENT
This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of
August 5, 2008, by and among (a) 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 One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”)
and (b) NETWORK ENGINES, INC. , a Delaware corporation, with offices at 25 Dan Road, Canton,
Massachusetts 02021 (“Network”), and ALLIANCE SYSTEMS, INC. , a Texas corporation with offices at
3501 East Plano Parkway, Suite 100, Plano, Texas 75074 (“Alliance”) (Network and Alliance are individually
and collectively, jointly and severally, “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 October 11, 2007, evidenced by, among other documents, a certain Loan and
Security Agreement dated as of October 11, 2007, between Borrower and Bank (as amended, the “Loan
Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the
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
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 The Loan Agreement shall be amended by deleting the following text appearing in