Reporting Covenant Required Complies. Annual financial statements (CPA Audited) FYI within 180 days Yes No Monthly financial statements (consolidated), Compliance Certificate and deferred revenue report Monthly within 30 days Yes No Quarterly financial statements (consolidating) Quarterly within 30 days Yes No 10K and 10Q (as applicable) Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annual no later than 30 days after the end of each fiscal year Yes No A/R & A/P Agings, Inventory Report, Borrowings Base Certificate Prior to each Credit Extension, and monthly within 20 days Yes No A/R Audit Initial (within 30 days of close) and Semi-Annual thereafter Yes No Inventory Exam Prior to any Advance on “Eligible Inventory” and Annually thereafter Yes No IP Report Annually within 30 days, and promptly after filings with the USPTO and/or Copyright Office Yes No Deposit balances with Bridge Bank $ Deposit balances with Comerica Bank $ Deposit balances outside Bridge Bank or Comerica Bank (explain on attachment) $ Amount/% of Total Cash maintained with foreign subsidiaries $ /% (may not exceed 5%) Yes No Financial Covenants Required Actual Complies Minimum Asset Coverage Ratio (monthly) 1.50: 1.00 :1.00 Yes No Minimum Tangible Net Worth (quarterly) $ 8,000,000 * $ Yes No Minimum Unrestricted Cash in DDA at each of Bridge and Comerica $ 1,000,000 ** $ Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE * increasingly by (i) 25% of New Equity, (ii) 25% of Investors’ indebtedness actually advanced (after the initial advance thereof, and (iii) 70% of quarterly net profit after tax (determined in accordance with GAAP), not to exceed $10,000,000 through 12/31/11. ** to increase to $3,000,000 ($4,000,000 in the event of any advance of the Investors’ Indebtedness) at Bridge and $2,000,000 ($3,000,000 in the event of any advance of the Investors’ Indebtedness) at Comerica in the event Borrower’s quarterly revenue is <80% of the Board-approved forecast delivered to Lenders in accordance with Section 6.3.
Reporting Covenant Required Complies. Borrowing Base Certificate Monthly within 25 days of month end Yes No Quarterly financial statements with churn report and Compliance Certificate Quarterly within 50 days of quarter end Yes No Annual financial statements (CPA Audited) FYE within 120 days Yes No 10K and 10Q Within 5 days of filing Yes No A/R Audit Semi-annually Yes No IP Notices As required under Section 6.10 Yes No
Reporting Covenant Required Complies. Monthly consolidated and consolidating financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 270 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Annual Financial Projections Within 30 days after Board approval Yes No 409A Valuation Report Annually or within 30 days of Board approval Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state "None") _______________________________________________ The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONS, INC. BANK USE ONLY Received by: _________________________ By: _____________________________ AUTHORIZED SIGNER Name: ___________________________ Date: _______________________________ Title: ____________________________ Verified: ____________________________ AUTHORIZED SIGNER Date: _______________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Date: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. INC. From Account # ___________________________ To Account # ___________________________________ (Deposit Account #) (Loan Account #) Principal $_______________________________ and/or Interest $ ________________________________ Authorized Signature: ______________________ Phone Number: _____________ Print Name/Title: __________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # ________________________ To Account # ___________________________________ (Loan Account #) (Deposit Account #) Amount of Advance $, ___________________ All Borrower's representations and warranties in the Mezzanine Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: ___________________ Pho...
Reporting Covenant Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Quarterly financial statements Quarterly within 45 days Yes No Annual financial statement (CPA Audited) + XX XXX within 150 days Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings, and Deferred Revenue reports Monthly within 20 days Yes No Borrowing Base Reports and Inventory reports 15th and last Business Day of each month (monthly within 20 days when a Streamline Period is in effect) and with each request for a Credit Extension; Yes No Projections FYE within 30 days Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”)____________________________________________________________________________
Reporting Covenant Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 150 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 15 days Yes No Board-approved projections Annually, w/in 45 days of approval Yes No Transaction Report Weekly and with each request for a Credit Extension Yes No
Reporting Covenant Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Projections FYE within 30 days, and as amended Yes No A/R & A/P Agings Monthly within 30 days Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”)____________________________________________________________________________
Reporting Covenant Required Complies. Borrower prepared financial statements Quarterly within 45 days Yes No Compliance Certificate Quarterly within 45 days Yes No Xxxxx Fargo bank statements Monthly within 15 days Yes No A/R & A/P Agings Within 5 days of 15th and last day of each month Yes No Customer deposit listing Within 5 days of 15th and last day of each month Yes No Borrowing base certificate Within 5 days of 15th and last day of each month Yes No Inventory report Monthly within 15 days Yes No Offsite Inventory listing Monthly within 15 days Yes No Deferred revenue schedule Quarterly within 15 days Yes No Annual financial statements (CPA Audited) FYE within 120 days Yes No Annual financial projections and budget Annual within 30 days before FYE Yes No Federal Tax Returns Annual, within 15 days of filing Yes No 10K and 10Q (as applicable) Yes NO A/R Audit Initial and semi-annual Yes No IP Notices As required under Section 6.10 Yes No
Reporting Covenant Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days Yes No A/R & A/P Agings Monthly within 30 days Yes No Deferred Revenue (if applicable) Monthly within 30 days Yes No Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding) Monthly within 30 days Yes No Board Projections FYE within 30 days of Board Approval Yes No Net Cash Performance Pricing Applicable Rate Applies Borrowing Base Eligible Net Cash ³ $5,000,000 WSJ Prime + 0.35% Yes No Yes Net Cash < $5,000,000 WSJ Prime + 1.75% Yes No No Net Cash Non-Formula Loans Non-Formula Applicable Rate Applies Non-Formula Loan Eligible Net Cash ³ $20,000,000 WSJ Prime + 1.25% Yes No Yes Net Cash < $20,000,000 WSJ Prime + 1.25% Yes No No The following Intellectual Property was registered (or a registration application submitted) after the Second Amendment Closing Date (if no registrations, state “None”) All other representations and warranties in this Agreement are true and correct in all material respects on this date, and Borrower represents that there is no existing Event of Default. Sincerely, TINTRI, INC. Signature Title Date THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 6th day of February, 2015, by and between SILICON VALLEY BANK, a California corporation (“Bank”), and TINTRI, INC., a Delaware corporation (“Borrower”).
Reporting Covenant Required Complies. Monthly Financial Statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days Yes No Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue Report Quarterly within 30 days if Borrower’s Cash is less than $25,000,000, if applicable Yes No Board Approved Projections Annually within 60 days of fiscal year end for the following fiscal year Yes No 409(A) Valuation Report Within 30 days of completion Yes No Financial Covenant Required Actual Complies Maintain on a Monthly Basis (only if not complying with minimum Cash covenant): Minimum Bookings See Section 6.7(a) Yes No Lowest balance of cash during applicable measuring period $ 25,000,000 $ Yes No The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) APPTIO, INC. By: Name: Title: BANK USE ONLY Received by: AUTHORIZED SIGNER Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No
Reporting Covenant Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual Operating Budget and Financial Projections Within 30 days after start of Fiscal Year plus any interim updates Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Reconciliations Monthly within 15 days Yes No Transaction Report Weekly and with each request for an Advance if Hard Credit Extensions outstanding and QR < 1.0 to 1.0; otherwise, monthly within 30 days Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) ____________________________________________________________________________
