SUPPLEMENT to the Loan and Security Agreement dated as of June 6, 2012 between Meru Networks, Inc. (Borrower) and Venture Lending & Leasing VI, Inc. (Lender)
Exhibit 10.2
SUPPLEMENT
to the
Loan and Security Agreement
dated as of June 6, 2012
between
Meru Networks, Inc. (Borrower)
and
Venture Lending & Leasing VI, Inc. (Lender)
This is a Supplement identified in the document entitled Loan and Security Agreement dated as of June 6, 2012 (as the same may be amended, restated, supplemented and modified from time to time, the Loan and Security Agreement), by and between Borrower and Lender. All capitalized terms used in this Supplement and not otherwise defined in this Supplement have the meanings ascribed to them in Article 10 of the Loan and Security Agreement, which is incorporated in its entirety into this Supplement. In the event of any inconsistency between the provisions of the Loan and Security Agreement and this Supplement, this Supplement is controlling.
In addition to the provisions of the Loan and Security Agreement, the parties agree as follows:
Part 1. - Additional Definitions:
Commitment: Subject to the terms and conditions set forth in the Loan and Security Agreement and this Supplement, Lender commits to make a Growth Capital Loan to Borrower up to the original principal amount of Twelve Million Dollars ($12,000,000).
Designated Rate: The Designated Rate for the Growth Capital Loan shall be a fixed rate of interest per annum equal to twelve percent (12.00%).
Growth Capital Loan means the Loan requested by Borrower and funded by Lender under its Commitment for general corporate purposes of Borrower.
Loan Commencement Date means, with respect to the Growth Capital Loan, (i) the first day of the first full calendar month following the Borrowing Date of such Loan if such Borrowing Date is not the first day of a month; or (ii) the same day as the Borrowing Date if the Borrowing Date is the first day of a month.
Termination Date: The Termination Date is the earlier of: (i) the date Lender may terminate its Commitment or extending other credit pursuant to the rights of Lender under Article 7 of the Loan and Security Agreement; and (ii) the Closing Date.
Threshold Amount: Two Hundred Fifty Thousand Dollars ($250,000).
Part 2. - Additional Covenants and Conditions:
1. Commitment; Additional Conditions Precedent Regarding; Funding and Repayment of Growth Capital Loan.
(a) Additional Condition Precedent. In addition to the satisfaction of all the other conditions precedent specified in Article 4 of the Loan and Security Agreement and this Supplement, Lenders obligation to fund the Growth Capital Loan under Lenders Commitment is subject to receipt by Lender of evidence satisfactory to it, as determined by Lender in its reasonable judgment, that as of the Borrowing Date of such Loan, Borrower does not have any outstanding Indebtedness to SVB. Subject to the foregoing and the other terms and conditions of the Loan and Security Agreement and this Supplement, Lender agrees to make a Growth Capital Loan
to Borrower from the Closing Date up to and including the Termination Date in an original principal amount up to but not exceeding the Commitment.
(b) Repayment of Growth Capital Loan. Principal of and interest on the Growth Capital Loan funded by Lender shall be payable as set forth in a Note evidencing such Loan (substantially in the form attached hereto as Exhibit A), which Note shall provide substantially as follows: principal and interest at the Designated Rate shall be fully amortized over a period of thirty-nine (39) months in equal, monthly installments. In particular, on the Borrowing Date applicable to such Growth Capital Loan, Borrower shall pay to Lender the first amortization installment of principal and interest at the Designated Rate, in advance, for the month of June 2012. Commencing on July 1, 2012, and continuing on the first day of each consecutive calendar month thereafter, Borrower shall pay to Lender principal, plus interest at the Designated Rate, in advance, in thirty-eight (38) equal consecutive monthly installments. For clarity, Borrower and Lender acknowledge and agree that $369,405.09 represents the monthly payment amount that will be required to amortize the principal balance of the Growth Capital Loan, together with interest thereon at the Designated Rate, over a 39-month term.
2. Prepayment.
(a) Generally. Except as set forth in Section 2(b) below, the Growth Capital Loan may be voluntarily prepaid as provided in this Section 2(a) only. Borrower may voluntarily prepay all but not less than all of such Growth Capital Loan in whole but not in part at any time by tendering to Lender cash payment in respect of such Growth Capital Loan in an amount equal to the sum of: (i) the accrued and unpaid interest on such Growth Capital Loan as of the date of prepayment, and (ii) an amount equal to the total amount of all scheduled but unpaid payments of principal and interest that would have accrued and been payable from the date of prepayment through the stated date of maturity of such Growth Capital Loan had it remained outstanding and been paid in accordance with the terms of the related Note.
(b) From and after January 1, 2014. Notwithstanding anything to the contrary in Section 2(a), commencing at any time from and after January 1, 2014 and so long as no Event of Default has occurred and is continuing, Borrower may voluntarily prepay all but not less than all of the Growth Capital Loan in whole but not in part by tendering to Lender cash payment in respect of such Growth Capital Loan in an amount (as determined by Lender) equal to the sum of: (i) the accrued and unpaid interest on such Growth Capital Loan as of the date of prepayment; (ii) the unpaid principal balance of such Growth Capital Loan as of the date of prepayment and (iii) the product of (A) 0.80 and (B) the interest that would have accrued and been payable from the date of prepayment through the stated date of maturity of such Growth Capital Loan had it remained outstanding and been paid in accordance with the terms of the related Note.
3. SVB Credit Facility; Subordination of Lien Priority. Lender agrees that Lender will subordinate to SVB the priority of the Liens granted to Lender pursuant to the Security Documents as to that portion of the Collateral consisting of Borrowers accounts receivable, the proceeds thereof and Borrowers cash. Lender agrees to negotiate in good faith and to enter an intercreditor agreement with SVB, in form and substance acceptable to Lender, setting forth SVBs and Lenders rights and obligations with respect to their respective Liens in Collateral. Borrower and Lender acknowledge and agree that: (i) the SVB Credit Facility shall have an advance rate of no more than 80% and other terms and conditions acceptable to Lender; (ii) the Indebtedness of Borrower to SVB under the SVB Credit Facility shall not exceed an aggregate amount outstanding at any time equal to the difference between Twenty Million Dollars ($20,000,000) and the outstanding principal balance of the Growth Capital Loan advanced to Borrower by Lender hereunder; (iii) advances under the SVB Credit Facility shall be made as close to the end of Borrowers then-current fiscal quarter as practicable, and no earlier than three (3) Business Days prior to the end of such fiscal quarter; (iv) any such advances made under the SVB Credit Facility shall be repaid by Borrower as soon as practicable, and no later than three (3) Business Days following the end of the fiscal quarter in which an advance was made; and (v) no later than four (4) Business Days after the end of each fiscal quarter, Borrower shall deliver to Lender a certificate from Borrowers chief financial officer or other authorized officer, substantially in the form of Exhibit C-2 to this Supplement (Advance Certificate), setting forth the details of any amounts advanced and repaid by Borrower in connection with the SVB Credit Facility. Borrower and Lender further acknowledge and agree that upon Borrowers achieving two (2) consecutive quarters of increasing profitability of at least One Million Dollars ($1,000,000) per quarter (based on non-GAAP income, and excluding stock compensation and other non-cash items), and so long as Borrower maintains such profitability (i.e., at least One Million Dollars ($1,000,000) per quarter), Lender will remove the temporal limitations relating to advances under the SVB Credit Facility.
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4. Issuance of Warrant. As additional consideration for the making of its Commitment, Lender has earned and is entitled to receive immediately upon the execution of the Loan and Security Agreement and this Supplement a warrant instrument issued by Borrower, substantially in the form of Exhibit D attached hereto (the Warrant). Borrower acknowledges that Lender has assigned its rights to receive the Warrant to its parent, Venture Lending & Leasing VI, LLC (LLC). In connection therewith, Borrower shall issue the Warrant directly to LLC. Upon request of Borrower, Lender shall furnish to Borrower a copy of the agreement in which Lender assigned its rights to receive the Warrant to LLC.
5. Success Bonus. As additional consideration for the making of its Commitment, Lender has earned and is entitled to receive a cash payment in an amount equal to Two Million Dollars ($2,000,000) (the Success Bonus) at the earlier to occur of (i) a Change of Control (as defined below) and (ii) September 1, 2015. Borrower and Lender acknowledge and agree that the Success Bonus shall be and constitutes an Obligation secured by the Collateral for purposes of this Supplement and the other Loan Documents. Borrower and Lender further acknowledge and agree that the Success Bonus shall be paid by Borrower prior to, or concurrently with, any payments to Borrowers stockholders and other creditors and Lenders right to receive the Success Bonus shall survive the payment and satisfaction of all of Borrowers other Obligations to Lender. Borrower acknowledges that Lender may assign its rights to receive the Success Bonus to LLC. If such assignment is made then Lender shall notify Borrower and Borrower shall pay the Success Bonus to LLC when due. If such assignment is made, upon request of Borrower, Lender shall furnish to Borrower a copy of the agreement in which Lender assigned its rights to receive the Success Bonus to LLC. Change of Control shall mean any sale, exclusive license, or other disposition of all or substantially all of the assets of Borrower, any reorganization, privatization, consolidation, merger or other transaction involving Borrower, or any transaction where the holders of Borrowers securities before such transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after such transaction.
6. Completion of Due Diligence; Payment and Disposition of Commitment Fee. As an additional condition precedent under Section 4.1 of the Loan and Security Agreement, Lender shall have completed to its satisfaction its due diligence review of Borrowers business and financial condition and prospects, and Lenders investment committee shall have approved its Commitment. If this condition is not satisfied, the $120,000 commitment fee (the Commitment Fee) previously paid by Borrower shall be refunded. Except as set forth in this Section 6, the Commitment Fee is not refundable.
7. Documentation Fee Payment. Pursuant to Section 9.8(a) of the Loan and Security Agreement, Borrower shall reimburse Lender, on demand, for Lenders actual reasonable, documented and out-of-pocket attorneys fees, costs and expenses incurred in connection with the preparation and negotiation of the Loan Documents, plus Lenders actual costs and filing fees related to perfection of its Liens in the Collateral in any jurisdiction in which the same is located, recording a copy of the Intellectual Property Security Agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and confirming the priority of such Liens (collectively, the Documentation Fee Payment). The Documentation Fee Payment shall not exceed $12,000 in the aggregate.
8. Borrowers Primary Operating Account and Wire Transfer Instructions:
Institution Name: | Silicon Valley Bank |
Address: | 3003 Tasman Drive, Santa Clara, CA 95054 |
ABA No.: | 121140399 |
Contact Name: | Laurie Chimpky |
Phone No.: | 925 ###-###-#### |
E-mail: | ***@*** |
Account Title: | Meru Networks, Inc. |
Account No.: | 33003 45156 |
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9. Debits to Account for ACH Transfers. For purposes of Sections 2.2 and 5.10 of the Loan and Security Agreement, the Primary Operating Account shall be the bank account set forth in Section 8 above. Borrower hereby agrees that the Growth Capital Loan will be advanced to the account specified above and regularly scheduled payments of principal and interest will be automatically debited from the same account.
Part 3. - Additional Representations:
Borrower represents and warrants that as of the Closing Date and the Borrowing Date:
a) Its chief executive office is located at: 894 Ross Drive, Sunnyvale, CA 94089.
b) Its Equipment is located at: 894 Ross Drive, Sunnyvale, CA 94089.
c) Its Records are located at: 894 Ross Drive, Sunnyvale, CA 94089.
d) Its Inventory is located at: 894 Ross Drive, Sunnyvale, CA 94089.
e) In addition to its chief executive office, Borrower maintains offices or operates its business at the following locations:
Meru Networks U.S. and Canada Corporate
Corporate Headquarters
894 Ross Drive
Sunnyvale, CA 94089
Tel: +1 ###-###-####
Fax: +1 ###-###-####
Email: ***@***
Meru Networks (Eastern U.S.)
7650 Courtney Campbell Causeway
Suite 300
Tampa, FL 33607 USA
Tel: +1 ###-###-####
Fax: +1 ###-###-####
Email: ***@***
Meru Networks India Pvt. Ltd.
Adarsh Crystal
#16/3, Ground Floor
Cambridge Road
Cambridge Layout
(Opp. Frank Anthony School)
Bangalore 560 008
Tel: +91 80 66961000
Fax: +91 80 66961082
Email: ***@***
Meru Networks India Pvt. Ltd.
FIRST FLOOR, Salarpuria Adonis,
Municipal No. 3/1, situated at Kolar Road
(earlier known as Old Madras Road),
Sarvagna Nagar, Ward no. 85, Bangalore
Meru Networks UK
4
Atrium Court
The Ring
Bracknell
RG12 1BW
United Kingdom
Tel: +44 (0) 1344 393055
Email: ***@***
Meru Networks Nordics
North & Eastern Europe
Stureplan 4 C, 4th floor
114 35 Stockholm
Sweden
Tel: +46 8 50 90 12 83
Fax: +46 8 50 90 13 10
Email: ***@***
Meru Networks MEA
G01-6WA, West Wing, Building 6, Block A
Dubai Airport Free Zone
Dubai, UAE
Tel: +971-4 ###-###-####
Fax: +971-4 ###-###-####
Email: ***@***
Meru Networks Japan
5F Nomura 3rd Building
2-19, Kanda Suda-cho, Chiyoda-ku
Tokyo 101-0041, Japan
Tel: +81 3 5297 1221
Fax: +81 3 5297 1222
Email: ***@***
Meru Networks Korea
KyungAn Building Suite 602, 769-12
Yeoksam-don, Kangnam-ku
Seoul 135-080
Korea
Tel: +82 2 ###-###-####
Fax: +82 2 ###-###-####
Mobile: +82 10 7637 7999
Email: ***@***
Meru Networks Australia
Level 1
483 Riley Street
Surry Hills NSW 2010
Australia
Tel: +61 3 98324466
Email: ***@***
Meru Networks China
Suite 1901, Level 19, Tower E2
Oriental Plaza
1st East Chang An Ave.
Dongcheng District
5
Beijing 100738, P.R. China
Tel: +86 10 8520 0463
Fax: +86 10 8520 0473
Email: ***@***
Meru Networks Germany
Landsbergerstrasse 155
80687 München
Germany
Email: ***@***
Meru Networks Pte Ltd
7 Temasek Boulevard
#44-01, Suntec Tower One
Singapore 038987
Tel: +65-6430-6678
Fax: +65-6430-6679
Email: ***@***
f) Other than its full corporate name, Borrower has conducted business using the following legal names, trade names or fictitious business names: None.
g) Its Delaware state corporation I.D. number is: 3483993.
h) Its federal tax identification number is: 26-0049840.
i) In addition to Borrowers Primary Operating Account identified in Section 8 above, Borrower maintains the following other Deposit Accounts and investment accounts:
Institution Name: | Silicon Valley Bank |
Address: | 3003 Tasman Drive, Santa Clara, CA 95054 |
ABA No.: | 121140399 |
Contact Name: | Laurie Chimpky |
Phone No.: | 925 ###-###-#### |
E-mail: | ***@*** |
Account No.: | 33003 45156 (Operating) |
Account No.: | 33008 12554 (Payable ZBA) |
Account No.: | 33006 10031 (Payroll ZBA) |
Account No.: | 33005 49484 (Cash Collateral ZBA) |
Account No.: | 486-02689-13 RR ZGQ (Investment) |
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Institution Name: | Mellon Bank (thru Silicon Valley Bank) |
Address: | 3003 Tasman Drive, Santa Clara, CA 95054 |
ABA No.: | 043301601 |
Contact Name: | Laurie Chimpky |
Phone No.: | 925 ###-###-#### |
E-mail: | ***@*** |
Account No.: | 901 2307 (Controlled Disbursements ZBA) |
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Institution Name: | SVB Asset Management |
Address: | 555 Mission St, Ste 900 San Francisco, CA 94105 |
ABA No.: |
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Contact Name: | Judy Lee |
Phone No.: | 415 ###-###-#### |
E-mail: | ***@*** |
Account No.: | 19-SV739 (Investment -Asset Mgmt) |
Institution Name: | UBS Financial Services |
Address: | One North Wacker Drive, 25th Floor Chicago, IL 60606 |
ABA No.: | 26007993 |
Contact Name: | Paul Tashima |
Phone No.: | 800 ###-###-#### |
E-mail: | ***@*** |
Account No.: | CP - 41931 (Investment- Cash Mgmt) |
Part 4. - Additional Loan Documents:
Form of Note | Exhibit A |
Form of Borrowing Request | Exhibit B |
Form of Compliance Certificate | Exhibit C-1 |
Form of Advance Certificate | Exhibit C-2 |
Form of Warrant | Exhibit D |
Form of Landlord Waiver | Exhibit E |
Form of Legal Opinion | Exhibit F |
Form of Intellectual Property Security Agreement | Exhibit G |
Form of Insurance Authorization Letter | Exhibit H |
Form of Certificate Concerning Capitalization | Exhibit I |
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[Signature page to Supplement]
IN WITNESS WHEREOF, the parties have executed this Supplement as of the date first above written.
| BORROWER: |
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| MERU NETWORKS, INC. |
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| By: | /s/ Bami Bastani | ||
| Name: | Bami Bastani | ||
| Title: | President & CEO | ||
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Address for Notices: | 894 Ross Drive |
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| Sunnyvale, CA 94089 |
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| LENDER: |
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| VENTURE LENDING & LEASING VI, INC. | |||
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| By: | /s/ Jay Cohan | ||
| Name: | Jay Cohan | ||
| Title: | Vice President | ||
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Address for Notices: | 104 La Mesa Dr., Suite 102 | |||
| Portola Valley, CA 94028 | |||
| Attn: Chief Financial Officer | |||
| Fax # 650 ###-###-#### | |||
| Phone # 650 ###-###-#### | |||
EXHIBIT A
FORM OF PROMISSORY NOTE
[Note No. X-XXX]
$12,000,000 | June , 2012 |
| Portola Valley, California |
The undersigned (Borrower) promises to pay to the order of VENTURE LENDING & LEASING VI, INC., a Maryland corporation (Lender), at its office at 104 La Mesa Dr., Suite 102, Portola Valley, CA 94028, or at such other place as Lender may designate in writing, in lawful money of the United States of America, the principal sum of Twelve Million Dollars ($12,000,000), with interest thereon from the date hereof until maturity, whether scheduled or accelerated, at a fixed rate per annum equal to twelve percent (12.00%) (the Designated Rate).
This Note is one of the Notes referred to in, and is entitled to all the benefits of, a Loan and Security Agreement dated as of June 6, 2012, between Borrower and Lender (as the same has been and may be amended, restated and supplemented from time to time, the Loan Agreement). Each capitalized term not otherwise defined herein shall have the meaning set forth in the Loan Agreement. The Loan Agreement contains provisions for the acceleration of the maturity of this Note upon the happening of certain stated events.
Principal of and interest on this Note shall be payable as follows:
On the Borrowing Date, Borrower shall pay the first amortization installment of principal, plus interest at the Designated Rate, in advance, for the month of June 2012 in the amount of [ ].
Commencing on July 1, 2012, and continuing on the first day of each consecutive month thereafter, Borrower shall pay to Lender principal, plus interest at the Designated Rate, in advance, in thirty-eight (38) equal consecutive monthly installments of Three Hundred Sixty Nine Thousand Four Hundred Five and 09/100 Dollars ($369,405.09) each.
This Note may be voluntarily prepaid only as permitted under Section 2 of Part 2 of the Supplement to the Loan Agreement.
Any unpaid payments of principal or interest on this Note shall bear interest from their respective maturities, whether scheduled or accelerated, at a rate per annum equal to the Default Rate. Borrower shall pay such interest on demand.
Interest, charges and fees shall be calculated for actual days elapsed on the basis of a 360-day year, which results in higher interest, charge or fee payments than if a 365-day year were used. In no event shall Borrower be obligated to pay interest, charges or fees at a rate in excess of the highest rate permitted by applicable law from time to time in effect.
If Borrower is late in making any payment under this Note by more than five (5) Business Days, Borrower agrees to pay a late charge of five percent (5%) of the installment due, but not less than fifty dollars ($50.00) for any one such delinquent payment. This late charge may be charged by Lender for the purpose of defraying the expenses incidental to the handling of such delinquent amounts. Borrower acknowledges that such late charge represents a reasonable sum considering all of the circumstances existing on the date of this Note and represents a fair and reasonable estimate of the costs that will be sustained by Lender due to the failure of Borrower to make timely payments. Borrower further agrees that proof of actual damages would be costly and inconvenient. Such late charge shall be paid without prejudice to the right of Lender to collect any other amounts provided to be paid or to declare a default under this Note or any of the other Loan Documents or from exercising any other rights and remedies of Lender.
This Note shall be governed by, and construed in accordance with, the laws of the State of California, excluding those laws that direct the application of the laws of another jurisdiction.
| MERU NETWORKS, INC. | |
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EXHIBIT B
FORM OF BORROWING REQUEST
[Date]
Venture Lending & Leasing VI, Inc.
104 La Mesa Dr., Suite 102
Portola Valley, CA 94028
Re: Meru Networks, Inc.
Ladies and Gentlemen:
Reference is made to the Loan and Security Agreement dated as of June 6, 2012 (as the same has been and may be amended, restated and supplemented from time to time, the Loan Agreement, the capitalized terms used herein as defined therein), between Venture Lending & Leasing VI, Inc. (Lender) and Meru Networks, Inc. (Borrower).
The undersigned is the of Borrower, and hereby requests on behalf of Borrower a Loan under the Loan Agreement, and in that connection certifies as follows:
1. The amount of the proposed Loan is and /100 Dollars ($ ). The Borrowing Date of the proposed Loan is , 201 .
2. As of this date, no Default or Event of Default has occurred and is continuing, or will result from the making of the proposed Loan, the representations and warranties of Borrower contained in Article 3 of the Loan Agreement and Part 3 of the Supplement are true and correct in all material respects, and the applicable conditions precedent described in Article 4 of the Loan Agreement and Part 2 of the Supplement have been met.
3. No event that has had or could reasonably be expected to have a Material Adverse Change has occurred.
4. Borrowers most recent financial projections or business plan dated , as approved by Borrowers Board of Directors on , are enclosed herewith in the event such financial projections or business plan have not been previously provided to Lender.
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Borrower shall notify you promptly before the funding of the Loan if any of the matters to which I have certified above shall not be true and correct on the Borrowing Date.
| Very truly yours, | |
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| MERU NETWORKS, INC. | |
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* Must be executed by Borrowers Chief Financial Officer or other executive officer.
EXHIBIT C-1
FORM OF
COMPLIANCE CERTIFICATE
Venture Lending & Leasing VI, Inc.
104 La Mesa Dr., Suite 102
Portola Valley, CA 94028
Re: Meru Networks, Inc.
Ladies and Gentlemen:
Reference is made to the Loan and Security Agreement dated as of June 6, 2012 (as the same has been and may be amended, restated, modified and supplemented from time to time, the Loan Agreement, the capitalized terms used herein as defined therein), between Meru Networks, Inc. (Borrower) and Venture Lending & Leasing VI, Inc. (Lender).
The undersigned authorized representative of Borrower hereby certifies that in accordance with the terms and conditions of the Loan Agreement, (i) no Default or Event of Default has occurred and is continuing, except as noted below, and (ii) Borrower is in complete compliance for the financial reporting period ending with all required financial reporting and other covenants under the Loan Agreement, except as noted below. Attached herewith are the required documents supporting the foregoing certification. The undersigned further certifies that the accompanying financial statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated. The financial statements fairly present in all material respects in accordance with GAAP the financial condition and operating results of Borrower and its subsidiaries as of the dates, and for the periods, indicated therein, excluding footnotes and subject to normal year-end audit adjustments (in the case of interim monthly financial statements), except as explained below.
Please provide the following requested information and
indicate compliance status by circling Yes/No under Complies:
REPORTING REQUIREMENT |
| REQUIRED |
| COMPLIES |
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Interim Financial Statements |
| Monthly within 30 days |
| YES / NO |
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Updated Capitalization Tables |
| As modified |
| YES / NO |
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Annual Financial Statements |
| Annually within 180 days after fiscal year-end |
| YES / NO |
Date of most recent Board-approved budget/plan:
Any change in budget/plan since version most recently delivered to Lender? YES/NO
If YES, please attach
Date of most recent capitalization table:
Any substantive changes in capitalization table since version most recently delivered to Lender? YES/NO
If YES, please attach a copy of latest capitalization table
Patents, Trademarks and Copyrights applied |
| Quarterly within 30 days |
| YES* / NO |
and/or filed with the U.S. Patent & |
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Trademark Office or U.S. Copyright Office
during the quarter ending
* if YES then please list by application/registration number and title
Date of Last Round Raised:
Has there been any new financing since the last Compliance Certificate submitted? YES/NO
Please complete information below each time this Compliance Certificate is furnished to Lender
Date Closed: Series: Per Share Price: $
Amount Raised: Post Money Valuation:
Any stock splits since date of last report? YES/NO
If YES, please provide any information on stock splits which would affect valuation:
Any dividends since date of last report? YES/NO
If YES, please provide any information on dividends which would affect valuation:
Any unusual terms? (i.e., Anti-dilution, multiple preference, etc.) YES/NO
If YES, please explain:
AGREEMENTS WITH PERSONS IN POSSESSION OF TANGIBLE COLLATERAL
Pursuant to Section 5.9(e) of the Loan Agreement, Borrower represents and warrants that: (i) as of the date hereof, tangible Collateral is located at the addresses set forth below; and (ii) to the extent required by Section 5.9(e) of the Loan Agreement, a Waiver has been executed and delivered to Lender with respect to each such location at which the value of the Collateral located there is greater than $50,000 [Note: If Borrower has located Collateral at any new location since the date of the last Compliance Certificate, please so indicate].
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ACCOUNT CONTROL AGREEMENTS
Pursuant to Section 6.11 of the Loan Agreement, Borrower represents and warrants that: (i) as of the date hereof, it maintains only those deposit and investment accounts set forth below; and (ii) if required pursuant to the terms of the Loan Agreement, a control agreement has been executed and delivered to Lender with respect to each such account [Note: If Borrower has established any new account(s) since the date of the last compliance certificate, please so indicate].
Deposit Accounts
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3.) |
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| YES / NO |
| YES / NO |
| YES / NO |
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4.) |
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| YES / NO |
| YES / NO |
| YES / NO |
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Investment Accounts
|
| Name of Institution |
| Account Number |
| Control Agt. |
| Complies |
| New |
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1.) |
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| YES / NO |
| YES / NO |
| YES / NO |
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2.) |
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| YES / NO |
| YES / NO |
| YES / NO |
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3.) |
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| YES / NO |
| YES / NO |
| YES / NO |
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4.) |
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| YES / NO |
| YES / NO |
| YES / NO |
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EXPLANATIONS
| Very truly yours, | |
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| |
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| |
| MERU NETWORKS, INC. | |
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| |
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| By: |
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| Name: | |
| Title:* |
* Must be executed by the Borrowers Chief Financial Officer or other executive officer.
EXHIBIT C-2
FORM OF
ADVANCE CERTIFICATE
Venture Lending & Leasing VI, Inc.
104 La Mesa Dr., Suite 102
Portola Valley, CA 94028
Re: Meru Networks, Inc.
Ladies and Gentlemen:
Reference is made to the Loan and Security Agreement dated as of June 6, 2012 (as the same has been and may be amended, restated, modified and supplemented from time to time, the Loan Agreement, the capitalized terms used herein as defined therein), between Meru Networks, Inc. (Borrower) and Venture Lending & Leasing VI, Inc. (Lender).
The undersigned authorized representative of Borrower hereby certifies that in accordance with the terms and conditions of the Loan Agreement, Borrower is in complete compliance for the financial reporting period ending with the requirements set forth in Supplement with respect to the SVB Credit Facility. Attached herewith are the required documents supporting the foregoing certification.
REQUIREMENTS
as of [date]
1. |
| Date and amount of advance under SVB Credit Facility: |
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2. |
| Date such advance under SVB Credit Facility was repaid and amount repaid: |
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| Very truly yours, | |
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| |
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| |
| MERU NETWORKS, INC. | |
|
| |
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| By: |
|
| Name: | |
| Title:* |
* Must be executed by the Borrowers Chief Financial Officer or other executive officer.
EXHIBIT D
FORM OF WARRANT
EXHIBIT E
FORM OF LANDLORD WAIVER
EXHIBIT F
FORM OF LEGAL OPINION
EXHIBIT G
FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT
EXHIBIT G
FORM OF INSURANCE AUTHORIZATION LETTER
EXHIBIT G
FORM OF CERTIFICATE CONCERNING CAPITALIZATION