Reporting Covenant Required Complies. Quarterly consolidating financial statements Quarterly within 45 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 Quarterly Compliance Certificate Contemporaneously with delivery ofthe 10-Q and 10-K Yes No Annual operating budgets and annual financial projections FYE within 45 days Yes No
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 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 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 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 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
Reporting Covenant Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Quarterly financial statements with Compliance Certificate Quarterly within 45 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, and Deferred Revenue reports Monthly within 20 days Yes No Borrowing Base 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
Reporting Covenant Required Complies. Transaction Report (in connection with Advance) With each request for an Advance Yes No Monthly Transaction Report Within 30 days of month end when Streamline Period is in effect for 6 months after the Effective Date and each month thereafter, within 20 days of month end when Streamline Period is in effect Yes No Weekly Transaction Report No later than Friday each week when Streamline Period is not in effect Yes No Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Within 5 days of filing with the SEC, but no later than 45 days after fiscal quarter end Yes No Monthly financial statements with Compliance Certificate Within 30 days of month end Yes No Monthly Borrowing Base Reports Within 30 days of month end when Streamline Period is in effect Yes No Weekly Borrowing Base Reports No later than Friday each week when Streamline Period is not in effect Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 5 days of filings with the SEC but no later than 90 days after FYE Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual operating budgets for upcoming fiscal year and board approval of such annual operating budgets Within 45 days prior to the FYE but evidence of board approval to be delivered by September 15 of such fiscal year Yes No Report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, $1,000,000 or more Promptly Yes No
Reporting Covenant Required Complies. A/R & A/P Agings Monthly within 30 days Yes No Borrowing Base Certificate Monthly within 30 days Yes No Monthly financial statements Monthly within 30 days Yes No Compliance Certificate Monthly within 30 days Yes No Annual audited financial statements FYE within 180 days Yes No Annual operating budget, sales projections and operating plans approved by board of directors Annually no later than 30 days after the beginning of each fiscal year or Board approval Yes No A/R Audit Initial and Annual Yes No Deposit balances with Bank $ Deposit balance outside Bank $ Minimum Asset Coverage Ratio 1.50 : 1.00 :1.00 Yes No Comments Regarding Exceptions: See Attached. Sincerely, SIGNATURE TITLE DATE Borrower: EVERQUOTE, INC. I, the undersigned Secretary or Assistant Secretary of EverQuote, Inc. (the “Corporation”), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of Delaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Certificate of lncorporation and Bylaws of the Corporation, each of which is in full force and effect on the date hereof. I FURTHER CERTIFY that at a meeting of the board of directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted: BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, (whose actual signatures are shown below which actual signatures apply only with respect to the secretary certification provided herein and were not themselves included in the resolutions approved by the board of directors): Xxxx Xxxxxxxx Chief Executive Officer /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Chief Technology Officer /s/ Xxxxx Xxxxxx Xxxx Xxxxxx Chief Financial Officer /s/ Xxxx Xxxxxx acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered: Borrow Money. To borrow from time to time from Western Alliance Bank (“Bank”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money in a principal amount not to exceed $15,000,000, and on such terms and conditions, as in their judgment should be borrowed, without limitation.
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 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 Fax To: (000) 000-0000 Date: ______________________ From Account # ___________________________ To Account # ___________________________________ (Deposit Account #) (Loan Account #) Principal $_______________________________ and/or Interest $ ________________________________ Authorized Signature: ______________________ Phone Number: _____________ Print Name/Title: __________________________ 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: ___________________ Phone Number: ___________________________ Print Name/Title: _______________________ Deadline for same day processing is noon, Pacific Time Beneficiary Name: ____...
