SILICON VALLEY BANK
QUICKSTART LOAN AND SECURITY AGREEMENT
BORROWER: iPrint, inc. ADDRESS: Nasa Xxxx Research Center
DATE: May 8, 0000 Xxxx. X000, Xxxxx 000, Mail Stop 000-0
Xxxxxx Xxxxx, XX 00000
SILICON'S OFFER TO EXTENT FINANCING ON THE TERMS SET FORTH HEREIN SHALL
EXPIRE IF THIS AGREEMENT IS NOT EXECUTED BY BORROWER AND RETURNED
TO SILICON WITHIN 30 DAYS OF THE ABOVE DATE.
THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between
SILICON VALLEY BANK ("Silicon"), whose address is 0000 Xxxxxx Xxxxx, Xxxxx
Xxxxx, Xxxxxxxxxx 00000 and the borrower named above (the "Borrower") whose
chief executive office is located at the above address ("Borrower's Address").
1. LOANS. Silicon will make loans to Borrower (the "Loans") in amounts
determined by Silicon in its reasonable business judgment up to the amount
(the "Credit Limit") shown on the Schedule to this Agreement (the
"Schedule"), provided no Event of Default and no event which, with notice or
passage of time or both, would constitute an Event of Default has occurred.
All Loans and other monetary Obligations will bear interest at the rate shown
on the Schedule. Interest will be payable monthly, on the date shown on the
monthly billing from Silicon. Silicon may, in its discretion, charge interest
to Borrower's deposit accounts maintained with Silicon.
2. SECURITY INTEREST. As security for all present and future
indebtedness, guarantees, liabilities, and other obligations, of Borrower to
Silicon (collectively, the "Obligations"), Borrower hereby grants Silicon a
continuing security interest in all of Borrower's interest in the following
types of property, whether now owned or hereafter acquired, and wherever
located (collectively, the "Collateral"): All "accounts," "general
intangibles," "contract rights," "chattel paper," documents," "letters of
credit," "instruments," "deposit accounts," "inventory," "farm products,"
"investment property," "fixtures" and "equipment," as such terms are defined
in Division 9 of the California Uniform Commercial Code in effect on the date
hereof, and all products, proceeds and insurance proceeds of the foregoing.
3. REPRESENTATIONS AND AGREEMENTS OF BORROWER. Borrower represents to
Silicon as follows, and Borrower agrees that the following representations
will continue to be true, and that Borrower will comply with all of the
following agreements throughout the term of this Agreement:
3.1 CORPORATE EXISTENCE AND AUTHORITY. Borrower, if a
corporation, is and will continue to be, duly authorized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation.
The execution, delivery and performance by Borrower of this Agreement, and
all other documents contemplated hereby have been duly and validly
authorized, and do not violate any law or any provision of, and are not
grounds for acceleration under, any agreement or instrument which is binding
upon Borrower.
3.2 NAME; PLACES OF BUSINESS. The name of Borrower set forth
in this Agreement is its correct name. Borrower shall give Silicon 15 days'
prior written notice before changing its name. The address set forth in the
heading to this Agreement is Borrower's chief executive office. In addition,
Borrower has places of business and Collateral is located only at the
locations set forth on the Schedule. Borrower will give Silicon at least 15
days' prior written notice before changing its chief executive office or
locating the Collateral at any other location.
3.3 COLLATERAL. Silicon has and will at all times continue to
have a first-priority perfected security interest in all of the Collateral
other than specific equipment. Borrower will immediately advise Silicon in
writing of any material loss or damage to the Collateral.
3.4 FINANCIAL CONDITION AND STATEMENTS. All financial
statements now or in the future delivered to Silicon have been, and will be,
prepared in conformity with generally accepted accounting principles. Since
the last date covered by any such statement, there has been no material
adverse change in the financial condition or business of Borrower. Borrower
will provide Silicon: (i) within 30 days after the end of each month, a
monthly financial statement prepared by Borrower, and such other information
as Silicon shall reasonably request; (ii) within 120 days following the end
of Borrower's fiscal year, complete annual financial statements, certified by
independent certified public accountants acceptable to Silicon and
accompanied by the unqualified report thereon by said independent certified
public accountants; and (iii) other financial information reasonably
requested by Silicon from time to time.
3.5 TAXES; COMPLIANCE WITH LAW. Borrower has filed, and will
file, when due, all tax returns and reports required by applicable law, and
Borrower has paid, and will pay, when due, all taxes, assessments, deposits
and contributions now or in the future owed by Borrower. Borrower has
complied, and will comply, in all material respects, with all applicable
laws, rules and regulations.
3.6 INSURANCE. Borrower shall at all times insure all of the
tangible personal property Collateral and carry such other business insurance
as is customary in Borrower's industry.
SILICON VALLEY BANK QUICKSTART LOAN AND SECURITY AGREEMENT
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3.7 ACCESS TO COLLATERAL AND BOOKS AND RECORDS. At reasonable
times, on one business day notice, Silicon, or its agents, shall have the
right to inspect the Collateral, and the right to audit and copy Borrower's
books and records.
3.8 OPERATING ACCOUNTS. Borrower shall maintain its primary
operating accounts with Bank.
3.9 ADDITIONAL AGREEMENTS. Borrower shall not, without
Silicon's prior written consent, do any of the following: (i) enter into any
transaction outside the ordinary course of business except for the sale of
capital stock to venture investors, provided that Borrower promptly delivers
written notification to Silicon of any such sale; (ii) sell or transfer any
Collateral, except in the ordinary course of business; (iii) pay or declare
any dividends on Borrower's stock (except for dividends payable solely in
stock of Borrower); or (iv) redeem, retire, purchase or otherwise acquire,
directly or indirectly, any of Borrower's stock other than the repurchase of
up to five percent (5%) of Borrower's then issued stock in any fiscal year
from Borrower's employees or directors pursuant to written agreement with
Borrower.
4. TERM. This Agreement shall continue in effect until the maturity
date set forth on the Schedule (the "Maturity Date"). This Agreement may be
terminated, without penalty, prior to the Maturity Date as follows: (i) by
Borrower, effective three business days after written notice of termination
is given to Silicon; or (ii) by Silicon at any time after the occurrence of
an Event of Default, without notice, effective immediately. On the Maturity
Date or on any earlier effective date of termination, Borrower shall pay all
Obligations in full, whether or not such Obligations are otherwise then due
and payable. No termination shall in any way affect or impair any security
interest or other right or remedy of Silicon, nor shall any such termination
relieve Borrower of any Obligation to Silicon, until all of the Obligations
have been paid and performed in full.
5. EVENTS OF DEFAULT AND REMEDIES. The occurrence of any of the
following events shall constitute an "Event of Default" under this Agreement:
(a) Any representation, statement, report or certificate given to Silicon by
Borrower or any of its officers, employees or agents, now or in the future,
is untrue or misleading in a material respect; or (b) Borrower fails to pay
when due any Loan or any interest thereon or any other monetary Obligation;
or (c) the total Obligations outstanding at any time exceed the Credit Limit;
or (d) Borrower fails to perform any other non-monetary Obligation, which
failure is not cured within 5 business days after the date due; or (e)
Dissolution, termination of existence, insolvency or business failure of
Borrower; or appointment of a receiver, trustee or custodian, for all or any
part of the property of, assignment for the benefit of creditors by, or the
commencement of any proceeding by or against [unless dismissed in 30 days]
Borrower under any reorganization, bankruptcy, insolvency, arrangement,
readjustment of debt, dissolution or liquidation law or statute of any
jurisdiction, now or in the future in effect; or (f) a material adverse
change in the business, operations, or financial or other condition of
Borrower [which is not cured within 30 days]. If an Event of Default occurs,
Silicon shall have the right to accelerate and declare all of the Obligations
to be immediately due and payable, increase the interest rate by an
additional four percent per annum, and exercise all rights and remedies
accorded it by applicable law.
6. GENERAL. If any provision of this Agreement is held to be
unenforceable, the remainder of this Agreement shall still continue in full
force and effect. This Agreement and any other written agreements, documents
and instruments executed in connection herewith are the complete agreement
between Borrower and Silicon and supersede all prior and contemporaneous
negotiations and oral representations and agreements, all of which are merged
and integrated in this Agreement. There are no oral understandings,
representations or agreements between the parties which are not in this
Agreement or in other written agreements signed by the parties in connection
this Agreement. The failure of Silicon at any time to require Borrower to
comply strictly with any of the provisions of this Agreement shall not waive
Silicon's right later to demand and receive strict compliance. Any waiver of
a default shall not waive any other default. None of the provisions of this
Agreement may be waived except by a specific written waiver signed by an
officer of Silicon and delivered to Borrower. The provisions of this
Agreement may not be amended, except in a writing signed by Borrower and
Silicon. Borrower shall reimburse Silicon for all reasonable attorneys' fees
and all other reasonable costs incurred by Silicon, in connection with this
Agreement (whether or not a lawsuit is filed). If Silicon or Borrower files
any lawsuit against the other predicated on a breach of this Agreement, the
prevailing party shall be entitled to recover its reasonable costs and
attorneys' fees from the non-prevailing party. Borrower may not assign any
rights under this Agreement without Silicon's prior written consent. This
Agreement shall be governed by the laws of the State of California.
7. MUTUAL WAIVER OF JURY TRIAL. BORROWER AND SILICON EACH HEREBY WAIVE
THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING
OUT OF, OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANY CONDUCT, ACT OR
OMISSION OF SILICON OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, ATTORNEYS OR AFFILIATES.
Borrower:
IPRINT, INC.
By /s/ Royal X. Xxxxxx
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President or Vice President
Silicon:
SILICON VALLEY BANK
By /s/
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Title Vice President
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SILICON VALLEY BANK
SCHEDULE TO
QUICKSTART LOAN AND SECURITY AGREEMENT (EQUIPMENT ADVANCES)
BORROWER: IPRINT, INC.
DATE: MAY 8, 1998
This Schedule is an integral part of the Loan and Security Agreement
between Silicon Valley Bank ("Silicon") and the above-named borrower
("Borrower") of even date.
CREDIT LIMIT (EQUIPMENT)
(Section 1): $750,000.00 (such amount to be funded under
the aggregate Credit Limit). Equipment
Advances will be made only on or prior to
May 8, 1999 (the "Last Advance Date") and
only for the purpose of purchasing
equipment reasonably acceptable to
Silicon and may not exceed one hundred
percent (100%) invoice amount for the
equipment purchase. Software, softcosts,
and leasehold improvements may constitute
up to seventy-five percent (75%) of the
aggregate Equipment Advances. Borrower
must provide invoices for the equipment
to Silicon on or before the Last Advance
Date.
INTEREST RATE (Section 1): A per annum rate equal to the "Prime
Rate" in effect from time to time.
Interest shall be calculated on the basis
of a 360-day year for the actual number
of days elapsed. "Prime Rate" means the
rate announced from time to time by
Silicon as its "prime rate;" it is a base
rate upon which other rates charged by
Silicon are based, and it is not
necessarily the best rate available at
Silicon. The interest rate applicable to
the Obligations shall change on each date
there is a change in the Prime Rate.
MATURITY DATE (Section 4): After the Last Advance Date, the unpaid
principal balance of the Equipment
Advances shall be repaid in 36 equal
monthly installments of principal, plus
interest, commencing on June 8, 1999 and
continuing on the same day of each month
thereafter until the entire unpaid
principal balance of the Equipment
Advances and all accrued unpaid interest
have been paid (subject to Silicon's
right to accelerate the Equipment
Advances on an Event of Default).
Borrower: Silicon:
IPRINT, INC. SILICON VALLEY BANK
By /s/ Royal X. Xxxxxx By /s/
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President or Vice President Title Vice President
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SILICON VALLEY BANK
SCHEDULE TO
QUICKSTART LOAN AND SECURITY AGREEMENT (MASTER)
BORROWER: IPRINT, INC.
DATE: MAY 8, 1998
This Schedule is an integral part of the Loan and Security Agreement
between Silicon Valley Bank ("Silicon") and the above-named borrower
("Borrower") of even date.
CREDIT LIMIT (AGGREGATE)
(Section 1): $750,000.00 (includes, without
limitation, Equipment Advances and the
Merchant Services and Business Visa
Reserve, if any)
INTEREST RATE (Section 1): A per annum rate equal to the "Prime
Rate" in effect from time to time.
Interest shall calculated on the basis of
a 360-day year for the actual number of
days elapsed. "Prime Rate" means the rate
announced from time to time by Silicon as
its "prime rate;" it is a base rate upon
which other rates charged by Silicon are
based, and it is not necessarily the best
rate available at Silicon. The interest
rate applicable to the Obligations shall
change on each date there is a change in
the Prime Rate.
MATURITY DATE (Section 4): November 8, 1999
OTHER LOCATIONS AND ADDRESSES
(Section 3.2) ______________________________________
OTHER AGREEMENTS: Borrower also agrees as follows:
1. Bank Relationship. Borrower shall at
all times maintain fifty-one percent
(51%) of its cash deposits in accounts
maintained with Silicon.
Borrower: Silicon:
IPRINT, INC. SILICON VALLEY BANK
By /s/ Royal X. Xxxxxx By /s/
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President or Vice President Title Vice President
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THIS SPACE FOR USE OF FILING OFFICER
____92023002594000
FINANCING STATEMENT -- FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is presented for filing pursuant to the Uniform
Commercial Code and will remain effective, with certain exceptions, for 5
years from date of filing.
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A. NAME & TEL. # OF CONTACT AT FILER (optional) B. FILING OFFICE ACCT. # (optional)
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C. RETURN COPY TO: (Name and Mailing Address)
Data File Services, Inc.
X.X. Xxx 000
Xxx Xxxx, XX 00000-0000
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D. OPTIONAL DESIGNATION [if applicable]: LESSOR/LESSEE CONSIGNOR/CONSIGNEE
NON-UCC FILING
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1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) FILED WITH: CALIFORNIA
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OR 1a. ENTITY'S NAME
iPrint, inc.
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1b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
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1c MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
Mail Stop 223-5 Xxxxxxx Xxxxx XX 00000
Nasa Xxxx Xxxxxxxx Xxxxxx, Xxxx. X 000, Xxx. 000
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1d S.S. OR TAX I.D. # OPTIONAL 1e TYPE OF ENTITY 1f.ENTITY'S STATE 1g. ENTITY'S ORGANIZATIONAL I.D. #, if any
ADD'NL INFO OR COUNTRY OF
RE ENTITY ORGANIZATION
DEBTOR NONE
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2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) 113/JRM
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OR 2a. ENTITY'S NAME
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2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
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2c MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
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2d S.S. OR TAX I.D. # OPTIONAL 2e TYPE OF ENTITY 2f. ENTITY'S STATE 2g. ENTITY'S ORGANIZATIONAL I.D. #, if any
ADD'NL INFO OR COUNTRY OF
RE ENTITY ORGANIZATION
DEBTOR NONE
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3. SECURED PARTY'S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL NAME - insert only one secured party name (3a or 3b)
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OR 3a. ENTITY'S NAME
SILICON VALLEY BANK
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3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
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3c MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
0000 Xxxxxx Xxxxx Xxxxx Xxxxx XX 00000
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4. This FINANCING STATEMENT covers the following types or items of property:
REFER TO EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF FOR DESCRIPTION OF COLLATERAL
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5. CHECK / / This FINANCING STATEMENT is signed by the Secured Party instead of the 7. If filed in Florida (check one)
BOX Debtor to perfect a security interest (a) in collateral already subject / /Documentary / /Documentary
(if applicable) to a security interest in another jurisdiction when it was brought stamp tax paid tax not
into this state, or when the debtor's location was changed to this state, applicable
or (b) accordance with other statutory provisions [additional data may
be required]
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6. REQUIRES SIGNATURE 8. / /This FINANCING STATEMENT is to be filed
iPrint, inc. (for record) (or recorded) in the REAL
ESTATE RECORDS
/s/ Royal X. Xxxxxx Attach Addendum (if applicable)
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9. Check to REQUEST SEARCH CERTIFICATE(S)
on Debtor(s) [ADDITIONAL FEE]
(optional) / / All Debtors / /Debtor 1 / / Debtor 2
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(1) FILING OFFICER COPY- NATIONAL FINANCING STATEMENT (FORM UCC 1) (TRANS) (REV. 12/18/95)
EXHIBIT "A" TO UCC-1 FINANCING STATEMENT
DEBTOR: iPrint, inc.
SECURED PARTY: SILICON VALLEY BANK
Debtor hereby grants Secured Party a security interest in
all of the following, whether now opened or hereafter acquired, and wherever
located, as collateral for the payment and performance of all present and
future indebtedness, liabilities, guarantees and obligations of Debtor to
Secured Party: All "accounts," "general intangibles," "contract rights",
"chattel paper," "documents," "letters of credit," "instruments," "deposit
accounts," "inventory," "farm products," "fixtures," "investment property,"
and "equipment," as such terms are defined in Division 9 of the California
Uniform Commercial Code in effect on the date hereof, and all products,
proceeds and insurance proceeds of any or all of the foregoing.
Debtor Initial here: /s/ RF
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SILICON VALLEY BANK
Certified Resolution
Borrower: iPrint, inc., a corporation organized under the laws
of the State of California
Date: May 8, 1998
I, the undersigned, corporate officer of the above-named borrower, a
corporation organized under the laws of the state set forth above, do hereby
certify that the following is a full, true and correct copy of resolutions
duly and regularly adopted by the Board of Directors of said corporation as
required by law, and by the by-laws of said corporation, and that said
resolutions are still in full force and effect and have not been in any way
modified, repealed, rescinded, amended or revoked.
RESOLVED, that this corporation borrow from Silicon Valley Bank ("Silicon"),
from time to time, such sum or sums of money as, in the judgment of the
officer or officers authorized hereby, this corporation may require.
RESOLVED FURTHER, that any officer of this corporation be, and he or she is
hereby authorized, in the name of this corporation, to execute and deliver to
Silicon the loan agreements, security agreements, notes, financing
statements, and other documents and instruments providing for such loans and
evidencing or securing such loans, and said authorized officers are
authorized from time to time to execute renewals, extensions and/or
amendments of said loan agreements, security agreements, and other documents
and instruments.
RESOLVED FURTHER, that said authorized officers be and they are hereby
authorized, as security for any and all indebtedness of this corporation to
Silicon, whether arising pursuant to this resolution or otherwise, to grant,
to Silicon, or deed of trust for its benefit, any property of any and every
kind, belonging to this corporation, including, but not limited to, any and
all real property, accounts, inventory, equipment, general intangibles,
instruments, documents, chattel paper, notes, money, deposit accounts,
furniture, fixtures, goods, and other property of every kind, and to execute
and deliver to Silicon any and all pledge agreements, mortgages, deeds of
trust, financing statements, security agreements and other agreements, which
said instruments and the note or notes and other instruments referred to in
the preceding paragraph may contain such provisions, covenants, recitals and
agreements as Silicon may require, and said authorized officers may approve,
and the execution thereof by said authorized officers shall be conclusive
evidence of such approval.
RESOLVED FURTHER, that said authorized officers be and they are hereby
authorized to issue warrants to purchase this corporation's capital stock,
for such class, series and number, and on such terms, as said officers shall
deem appropriate.
RESOLVED FURTHER, that Silicon may conclusively rely on a certified copy of
these resolutions and a certificate of the corporate officer of this
corporation as to the officers of this corporation and their offices and
signatures, and continue to conclusively rely on such certified copy of these
resolutions and said certificate for all past, present and future
transactions until written notice of any change hereto or thereto is given to
Silicon by this corporation by certified mail, return receipt requested.
The undersigned further hereby certifies that the following persons are the
duly elected and acting officers of the corporation named above as borrower
and that the following are their actual signatures:
NAMES OFFICE(S) ACTUAL SIGNATURES
Royal X. Xxxxxx CEO x /s/ Royal X. Xxxxxx
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Xxxxxxxxxx X. Xxxxxx-Xxxxx Secretary x /s/ Xxxxxxxxxx X. Xxxxxx-Xxxxx
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x
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IN WITNESS WHEREOF, I have hereunto set my hand as such corporate officer on
the date set forth above.
By: /s/ Xxxxxxx Xxxxxxx
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Its: Vice President, Operations
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SILICON VALLEY BANK QUICKSTART LOAN AND SECURITY AGREEMENT
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