MERU NETWORKS, INC. (a Delaware corporation) 3,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: February 27, 2013Underwriting Agreement • February 27th, 2013 • Meru Networks Inc • Computer communications equipment • New York
Meru Networks, Inc., a Delaware corporation (the “Company”), confirms its agreement with William Blair & Company, L.L.C. (“William Blair”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom William Blair is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $.0005 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 450,000 additional shares of Common Stock to cover overallotments, if any. The aforesaid 3,000,000 shares of Common Stock (the “Init
MERU NETWORKS, INC. (a Delaware corporation) — Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • March 12th, 2010 • Meru Networks Inc • Computer communications equipment • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 25th, 2013 • Meru Networks Inc • Computer communications equipment • Delaware
This Indemnification Agreement (the “Agreement”), dated as of July , 2013, is entered into between Meru Networks, Inc., a Delaware corporation (the “Corporation”) and (“Indemnitee”), and amends and supersedes any prior indemnification agreement entered into between the Corporation and the Indemnitee.
LOAN AND SECURITY AGREEMENT Dated as of June 6, 2012 between MERU NETWORKS, INC., a Delaware corporation, as “Borrower”, and VENTURE LENDING & LEASING VI, INC., a Maryland corporation, as “Lender”Loan and Security Agreement • June 7th, 2012 • Meru Networks Inc • Computer communications equipment • California
Borrower and Lender have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
Lease Agreement NNN Tenant Improvements Basic Lease InformationLease Agreement • June 17th, 2010 • Meru Networks Inc • Computer communications equipment • California
MERU NETWORKS, INC. SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • November 1st, 2013 • Meru Networks Inc • Computer communications equipment • California
This Severance and Change of Control Agreement (this “Agreement”), is made and entered into by and between Ajay Malik (the “Executive”) and Meru Networks, Inc., a Delaware corporation (the “Company”).
FORM OF SUBORDINATED INDENTURE Between MERU NETWORKS, INC. and , AS TRUSTEE Dated as of , 2012Meru Networks Inc • October 12th, 2012 • Computer communications equipment • New York
THIS SUBORDINATED INDENTURE, dated as of , 2012, between MERU NETWORKS, INC., a Delaware corporation (the “Company”), and , a national banking association duly organized and existing under the laws of the United States, as trustee (the “Trustee”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG FORTINET, INC., MALBROUCK ACQUISITION CORP. AND MERU NETWORKS, INC. MAY 27, 2015Agreement and Plan of Merger • May 27th, 2015 • Meru Networks Inc • Computer communications equipment • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 27, 2015 (the “Agreement Date”), by and among Fortinet, Inc., a Delaware corporation (“Parent”), Malbrouck Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Meru Networks, Inc., a Delaware corporation (the “Company”).
CLASS A WARRANT TO PURCHASE SHARES OF COMMON STOCK OF MERU NETWORKS, INC. Expires March 12, 2014Meru Networks Inc • March 12th, 2010 • Computer communications equipment • New York
This AMENDMENT TO CLASS A WARRANT TO PURCHASE COMMON STOCK (the “Amendment”), is made as of the 9th day of March, 2010. This Amendment amends each of the Class A Warrants to Purchase Shares of Common Stock (each a “Warrant” and collectively, the “Warrants”) issued pursuant to that certain Securities Purchase Agreement dated as of March 6, 2009, as amended from time to time, by and between MERU NETWORKS, INC., a Delaware corporation (the “Company”), and certain investors therein (the “Purchase Agreement”) whereby the Company sold units consisting of one share of Series E Preferred Stock, one-half of a Class A warrant to purchase common stock and one-half of a Class B warrant to purchase common stock. This Amendment is between the Company and the holders of the Warrants.
TERM LOAN AND SECURITY AGREEMENTLoan Modification Agreement • March 26th, 2010 • Meru Networks Inc • Computer communications equipment • Delaware
This TERM LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 30, 2007 (the “Effective Date”) among (a) SILICON VALLEY BANK, a California corporation with a loan production office located at 3979 Freedom Circle, Suite 600, Santa Clara, California 95054 (“SVB”), as agent (the “Agent”) and the Lenders listed on Schedule 1.1 and otherwise party hereto, including without limitation, SVB and GOLD HILL VENTURE LENDING 03, L.P. (“Gold Hill”), and (b) MERU NETWORKS, INC., a Delaware corporation (“Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. ATHEROS TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • March 9th, 2010 • Meru Networks Inc • Computer communications equipment • California
This Technology License Agreement (“License” or “Agreement”) is made and entered into as of the Effective Date by and between Atheros Communications, Inc. (“Atheros” or “we” or “us”), and the licensee identified above (“Licensee” or “you”). The parties, intending to be legally bound, agree as follows:
MERU NETWORKS, INC. INDUCEMENT STOCK OPTION PLAN AND AGREEMENTInducement Stock Option Plan and Agreement • March 22nd, 2012 • Meru Networks Inc • Computer communications equipment • Delaware
This Inducement Stock Option Plan and Agreement (this “Agreement”), by and between Meru Networks, Inc., a Delaware corporation (the “Company”), and Bami Bastani (“you”), is effective as of March 21, 2012 (the “Grant Date”).
TENTH LOAN MODIFICATION AGREEMENTTenth Loan Modification Agreement • March 11th, 2011 • Meru Networks Inc • Computer communications equipment
This Tenth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 9, 2011, and is effective as of January 31, 2011, by and between SILICON VALLEY BANK, a California corporation with a loan production office located at 2400 Hanover Street, Palo Alto, CA 94304 (“Bank”) and MERU NETWORKS, INC., a Delaware corporation with its chief executive office located at 894 Ross Drive, Sunnyvale, California 94089 (“Borrower”).
Vertex Special Opportunities Fund III, LPMeru Networks Inc • December 31st, 2014 • Computer communications equipment
Reference is hereby made to that certain Nomination and Standstill Agreement dated January 13, 2014 (the “Agreement) by and among Potomac Capital Partners III, LP. (“PCP III”) and certain of its affiliates (collectively, the “Group”), Meru Networks, Inc. (the “Company”), Eric Singer and Stephen Domenik. Pursuant to Section 5 (b) of the Agreement, Vertex Special Opportunities Fund III, LP, as successor to PCP III and on behalf of the Group, hereby notifies the Company that the Group is exercising its right to terminate the Agreement, effective immediately.
Patent Cross License AgreementPatent Cross License Agreement • June 16th, 2011 • Meru Networks Inc • Computer communications equipment
This Patent Cross License Agreement (“Agreement”) dated June 13, 2011 (“Effective Date”) is by and between Meru Networks, Inc. (a Delaware Corporation) and its Affiliates (collectively “Meru”), and Motorola Solutions, Inc., a Delaware corporation and its Affiliates, including Symbol Technologies, Inc., Wireless Valley Communications, Inc., and AirDefense, Inc. (collectively “Motorola”). Each of Meru and Motorola shall be considered to be a “Party” and one of the “Parties” to this Agreement.
FOURTEENTH LOAN MODIFICATION AGREEMENTFourteenth Loan Modification Agreement • March 15th, 2012 • Meru Networks Inc • Computer communications equipment
This Fourteenth Loan Modification Agreement (this "Loan Modification Agreement") is entered into as of December 27, 2011, and is effective as of December 31, 2011, by and between SILICON VALLEY BANK, a California corporation with a loan production office located at 2400 Hanover Street, Palo Alto, CA 94304 ("Bank") and MERU NETWORKS, INC., a Delaware corporation with its chief executive office located at 894 Ross Drive, Sunnyvale, California 94089 ("Borrower").
AMENDMENT NO. 1 TO MARCH 19, 2012 OFFER LETTERMeru Networks Inc • May 4th, 2012 • Computer communications equipment
This AMENDMENT NO. 1 TO THE MARCH 19, 2012 OFFER LETTER (“Amendment”) is made by and between Bami Bastani (“Bastani”) and Meru Networks, Inc. (“Meru”) and amends and supplements that certain offer letter dated as of March 19, 2012 (the “Letter”). Capitalized terms used, but not defined, herein will have the meanings given such terms in the Letter.
LOAN AND SECURITY AGREEMENTLoan Modification Agreement • February 27th, 2013 • Meru Networks Inc • Computer communications equipment • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and MERU NETWORKS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
MERU NETWORKS, INC. SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • March 9th, 2010 • Meru Networks Inc • Computer communications equipment • California
This Severance and Change of Control Agreement (this “Agreement”), is made and entered into by and between [Executive] (the “Executive”) and Meru Networks, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
November 5, 2012November • November 8th, 2012 • Meru Networks Inc • Computer communications equipment • California
This letter confirms the agreement (“Agreement”) between you and Meru Networks, Inc. (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.
MERU NETWORKS, INC. February 29, 2012Transition Agreement • March 2nd, 2012 • Meru Networks Inc • Computer communications equipment
This letter agreement (this “Letter”) is to confirm our understanding with respect to making yourself available to Meru following the Transitional Period. On behalf of the Company, I would like to thank you for your willingness making yourself available to the Company following your departure as the Company’s Chief Executive Officer (“CEO”). The Company looks forward to a continued mutually beneficial association with you on the terms below which are hereby made effective the later of the Planned Termination Date and your Actual Termination Date (the “Effective Date”):
TWELFTH LOAN MODIFICATION AGREEMENTTwelfth Loan Modification Agreement • November 8th, 2011 • Meru Networks Inc • Computer communications equipment
This Twelfth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of September 23, 2011, and is effective as of August 31, 2011, by and between SILICON VALLEY BANK, a California corporation with a loan production office located at 2400 Hanover Street, Palo Alto, CA 94304 (“Bank”) and MERU NETWORKS, INC., a Delaware corporation with its chief executive office located at 894 Ross Drive, Sunnyvale, California 94089 (“Borrower”).
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • January 14th, 2014 • Meru Networks Inc • Computer communications equipment
This Nomination and Standstill Agreement (this “Agreement”) dated January 13, 2014, is by and among the persons and entities listed on Schedule A (collectively, the “Potomac Group”, and individually a “member” of the Potomac Group), Meru Networks, Inc. (the “Company”) and Eric Singer and Stephen Domenik, each in his capacity as a Potomac Designee (as defined below).
FORM OF SENIOR INDENTURE BETWEEN MERU NETWORKS, INC. AND , AS TRUSTEE DATED AS OF , 2012Certain Terms Defined • October 12th, 2012 • Meru Networks Inc • Computer communications equipment • New York
THIS INDENTURE, dated as of , 2012, between MERU NETWORKS, INC., a Delaware corporation (the “Company”), and , a national banking association duly organized and existing under the laws of the United States, as trustee (the “Trustee”).
ANNUAL MEETING AGREEMENTAnnual Meeting Agreement • May 7th, 2015 • Meru Networks Inc • Computer communications equipment • Delaware
This Annual Meeting Agreement (this “Agreement”) dated March 4, 2015, is by and among the persons and entities listed on Schedule A (collectively, the “Vertex Group”, and individually a member of the Vertex Group) and Meru Networks, Inc. (the “Company”).
SEVENTH LOAN MODIFICATION AGREEMENTSeventh Loan Modification Agreement • August 6th, 2010 • Meru Networks Inc • Computer communications equipment
This Seventh Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of June 29, 2010, by and between SILICON VALLEY BANK, a California corporation with a loan production office located at 2400 Hanover Street, Palo Alto, CA 94304 (“Bank”) and MERU NETWORKS, INC., a Delaware corporation with its chief executive office located at 894 Ross Drive, Sunnyvale, California 94089 (“Borrower”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • June 7th, 2012 • Meru Networks Inc • Computer communications equipment
This Intellectual Property Security Agreement (this “Agreement”) is made as of June 6, 2012, by and between MERU NETWORKS, INC., a Delaware corporation (“Grantor”), and VENTURE LENDING & LEASING VI, INC. a Maryland corporation (“Secured Party”).
EIGHTH LOAN MODIFICATION AGREEMENTEighth Loan Modification Agreement • November 5th, 2010 • Meru Networks Inc • Computer communications equipment
This Eighth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of September 30, 2010, and is effective as of August 31, 2010, by and between SILICON VALLEY BANK, a California corporation with a loan production office located at 2400 Hanover Street, Palo Alto, CA 94304 (“Bank”) and MERU NETWORKS, INC., a Delaware corporation with its chief executive office located at 894 Ross Drive, Sunnyvale, California 94089 (“Borrower”).
FIRST LOAN MODIFICATION AGREEMENTFirst Loan Modification Agreement • August 6th, 2010 • Meru Networks Inc • Computer communications equipment
This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of July 1, 2010, by and among (a) SILICON VALLEY BANK, a California corporation with a loan production office located at 2400 Hanover Street, Palo Alto, CA 94304 (“SVB”), as agent (the “Agent”) and a Lender and GOLD HILL VENTURE LENDING 03, L.P. (“Gold Hill”) as a Lender, and (b) MERU NETWORKS, INC., a Delaware corporation with its chief executive office located at 894 Ross Drive, Sunnyvale, California 94089 (“Borrower”).
MERU NETWORKS, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT PLAN AND AGREEMENTRestricted Stock Unit Plan and Agreement • March 22nd, 2012 • Meru Networks Inc • Computer communications equipment • Delaware
This Performance-Based Restricted Stock Unit Plan and Agreement (this “Agreement”), by and between Meru Networks, Inc., a Delaware corporation (the “Company”), and Bami Bastani (“you”), is effective as of March 21, 2012 (the “Grant Date”).
TENDER AND SUPPORT AGREEMENT Dated as of May 27, 2015 among FORTINET, INC., MALBROUCK ACQUISITION CORP. and [NAME OF COMPANY STOCKHOLDER]Tender and Support Agreement • May 27th, 2015 • Meru Networks Inc • Computer communications equipment • Delaware
This TENDER AND SUPPORT AGREEMENT, dated as of May 26, 2015 (this “Agreement”), is among Fortinet, Inc., a Delaware corporation (“Parent”), Malbrouck Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and (“Company Stockholder”).
AMENDMENT NO. 2 TO MARCH 19, 2012 OFFER LETTERMeru Networks Inc • February 28th, 2014 • Computer communications equipment
This AMENDMENT NO. 2 TO THE MARCH 19, 2012 OFFER LETTER (“Amendment”) is made on February 13, 2014 by and between Bami Bastani (“Bastani”) and Meru Networks, Inc. (“Meru”) and amends that certain offer letter dated as of March 19, 2012, as amended by Amendment No. 1 to the March 19, 2012 Offer Letter dated May 1, 2012 (the “Letter”). Capitalized terms used, but not defined, herein will have the meanings given such terms in the Letter.
MERU NETWORKS, INC. TRANSITIONAL EMPLOYMENT AGREEMENTTransitional Employment Agreement • October 6th, 2011 • Meru Networks Inc • Computer communications equipment • California
This Transitional Employment Agreement (this “Agreement”) is entered into as of October 3, 2011, by and between Ihab Abu-Hakima (“Executive”) and Meru Networks, Inc. (the “Company”) (collectively referred to as the “Parties”).
CLASS B WARRANT TO PURCHASE SHARES OF COMMON STOCK OF MERU NETWORKS, INC. Expires March 12, 2014Meru Networks Inc • March 12th, 2010 • Computer communications equipment • New York
This AMENDMENT TO CLASS B WARRANT TO PURCHASE COMMON STOCK (the “Amendment”), is made as of the 9th day of March, 2010. This Amendment amends each of the Class B Warrants to Purchase Shares of Common Stock (each a “Warrant” and collectively, the “Warrants”) issued pursuant to that certain Securities Purchase Agreement dated as of March 6, 2009, as amended from time to time, by and between MERU NETWORKS, INC., a Delaware corporation (the “Company”), and certain investors therein (the “Purchase Agreement”) whereby the Company sold units consisting of one share of Series E Preferred Stock, one-half of a Class A warrant to purchase common stock and one-half of a Class B warrant to purchase common stock. This Amendment is between the Company and the holders of the Warrants.
EIGHTEENTH LOAN MODIFICATION AGREEMENTEighteenth Loan Modification Agreement • August 8th, 2012 • Meru Networks Inc • Computer communications equipment
This Eighteenth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of July 31, 2012, and is effective as of July 31, 2012, by and between SILICON VALLEY BANK, a California corporation with a loan production office located at 2400 Hanover Street, Palo Alto, CA 94304 (“Bank”) and MERU NETWORKS, INC., a Delaware corporation with its chief executive office located at 894 Ross Drive, Sunnyvale, California 94089 (“Borrower”).
