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 Performance Pricing Net Cash Applicable Rate Applies Borrowing Base Eligible Net Cash ³ $15,000,000* WSJ Prime + 0.35% Yes No Yes Net Cash < $15,000,000* WSJ Prime + 1.75% Yes No No Non-Formula Loans Net Cash Non-Formula Applicable Rate Applies Non-Formula Loan Eligible Net Cash ³ $15,000,000 WSJ Prime + 1.25% Yes No Yes Net Cash < $15,000,000 WSJ Prime + 1.25% Yes No No Financial Covenant Required Actual Compliance Adjusted Quick Ratio (monthly)* 1.25:1.00 :1.00 Yes No Net Cash* $15,000,000 $ Yes No Unrestricted Cash and Cash Equivalents at Bank and Bank Affiliates** $25,000,000 $ Yes No * Commencing with the month ending November 30, 2017 ** Through October 31, 2017 The following financial covenant analysis and other information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. 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
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 financial statements with Compliance Certificate, Publisher Guarantees and Publisher Advances Monthly within 20 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days Yes No Transaction Report Monthly within 30 days Yes No Annual financial projections Within 30 days prior to fiscal year commencement 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 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. Quarterly financial statements Quarterly; within 45 days of Quarter end Yes No Annual (CPA Audited) FYE within 90 days Yes No 10K and 10Q Within 5 days of filing Yes No Compliance Cert. Quarterly; within 45 days of Quarter end Yes No A/R Audit Initial and Semi-Annual Yes No IP Report Quarterly within 30 days Yes No Total amount of Borrowers' cash and investments Amount: $________ Total amount of Borrowers' cash and investments maintained with Bank Amount: $________
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 (for FYE December 31, 2012, on or before July 31, 2013) Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings (including EXIM), inventory reports and Borrowing Base Certificate Monthly within 15 days (quarterly within 15 days if no outstanding Credit Extensions) Yes No Transaction Reports 15th and last Business Day and with each request for a Credit Extension Yes No Invoices for 10% of outstanding balance of EXIM A/R Within 15 days after the end of each quarter Yes No Projections FYE within 30 days Yes No Financial Covenant Required Actual Complies Maintain as indicated: Liquidity (at all times, certified monthly) $3,000,000 $_______ Yes No Adjusted Free Cash Flow (quarterly) * $_______ Yes No * See Section 6.9(b) of the Loan and Security Agreement The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) 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.”) Aspen Aerogels, Inc. BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No
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. A/R and A/P Agings Monthly on 15th day and last day Yes No Monthly financial statements Monthly within 30 days Yes No Borrowing Base Certificate Monthly on 15th day and last day Yes No Annual (CPA Audited) FYE within 120 days Yes No Financial Covenant Required Actual Complies ------------------ -------- ------ -------- Maintain on a Quarterly Basis: ----------------------------- Quick Ratio 1.50:1.00 _____:1.00 Yes No Tangible Net Worth $3,300,000 Yes No Maintain on a Monthly Basis: --------------------------- Liquidity Coverage 1.50:1.00 _____:1.00 Yes No only monthly on the 15th day if the aggregate outstanding Revolving Advances are less than $5,000,000 **Equipment Term debt only --------------------------------------------------------- Comments Regarding Exceptions: See Attached. BANK USE ONLY Sincerely, Received by:_________________________________________ AUTHORIZED SIGNER ______________________________________________ SIGNATURE Date:________________________________________________ ______________________________________________ Verified:____________________________________________ TITLE AUTHORIZED SIGNER ______________________________________________ Date:________________________________________________ DATE Compliance Status: Yes No --------------------------------------------------------- EXHIBIT E BORROWING BASE CERTIFICATE ------------------------------------------------------------------------------------------------------------------------------ Borrower: CrossWorlds Software, Inc. Lender: Silicon Valley Bank Revolving Commitment Amount: $10,000,000 ------------------------------------------------------------------------------------------------------------------------------ ACCOUNTS RECEIVABLE 1. Accounts Receivable Book Value as of $_____________ 2. Additions (please explain on reverse) $_____________ 3. TOTAL ACCOUNTS RECEIVABLE $_____________ ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication) 4. Amounts over 120 days due $_____________ 5. Concentration Limits $_____________ 6. Foreign Accounts $_____________ 7. Governmental Accounts $_____________ 8. Contra Accounts * $_____________ 9. Promotion or Demo Accounts $_____________ 10. Intercompany/Employee Accounts $_____________ 11. Other (please explain on reverse) $_____________ 12. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS $_____________ 13. Eligible Accounts (#3 minus #12) $_____________ 14. LOAN VALUE OF ACCOUNTS (80% of #13) $_____________ BALANCES 15. Maximum Loan Amount $_____________ 16. ...
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. Annual financial statements (CPA Audited) FYE within 180 days Yes No Monthly financial statements and a Compliance Certificate Monthly 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 Annually no later than 30 days prior to the beginning of each fiscal year Yes No A/R & A/P Agings, Borrowing Base Certificate, Deferred Revenue Schedule and Monthly Recurring Revenue Report Monthly within 30 days Yes No A/R Audit Initial and Annual Yes No Deposit balances with Bank $ ___________________ Deposit balance outside Bank $ ___________________
