(i) The document is a letter from a PanTerra Networks employee to Mr. Boucher regarding PanTerra's audit controls and compliance process as of September 30, 2014. (ii) The employee confirms that they have made appropriate personnel aware of any new or amended contracts or agreements from the period and that these agreements contain the full understanding between parties. (iii) The employee also confirms that they have adhered to PanTerra's policies, not received financial benefits from third parties, and are not aware of any prohibited financial payments or benefits to customers.

1. 4655 Old Ironsides Drive•Suite 300•Santa Clara,CA 95054•Phone:408.702.2200•Fax:408.625.3763•www.panterranetworks.com
Dear Mr. Boucher,
As part of PanTerra Networks, Inc. (“PanTerra”) audit controls and compliance process, I understand and represent that as of September 30, 2014 and for the three month period then ended; you need to be aware of:
(a) any and all contracts, understandings, arrangements, commitments, promises or liabilities that may be legally binding on PanTerra (“Agreements”); and
(b) any fraudulent or unethical practices.
In connection with your certification I can confirm that:
(i) I have made the appropriate sales management, finance and/or legal department personnel aware of all new or amended Agreements during this period. To my knowledge, these Agreements contain the entire understanding between the parties in relation to their subject matter and there are no side letters or understandings not reflected in the Agreements;
(ii) There are no verbal or written agreements with or representations to customers that in any way alter the terms set forth in the primary written services contracts executed by the customers and PanTerra
(iii) The customer quote, and the Authorized Agreement contain all the written provisions of the purchased goods or services.
(iv) There have been no modifications to any existing contractual arrangements with any customer other than those approved by the Deal Desk, made in writing, approved by the CFO, and signed by an authorized signatory of PanTerra.
(v) Other than as disclosed to you, I have adhered to PanTerra’s policies and programs;
(vi) I have not received any financial payments or other benefits from a third party in connection with PanTerra business; and
(vii) I am not aware of any financial payments or other benefits being provided to customers in connection with PanTerra business which might contravene a Code of Business Conduct or an Anti-Bribery or other policies.
I understand that any violation of any of the foregoing by me may result in immediate termination of employment and revocation of any related commissions. Additionally, any negligent or willful misrepresentation by me of any aspect of a sale to PanTerra executives, other personnel, or customers is prohibited and will subject me to disciplinary action up to and including termination of employment and revocation of any commission compensation to which I would otherwise be entitled.
Very truly yours,
Signature
[Name]
[Title]
[Date]