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. 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 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 with Compliance Certificate Quarterly within earlier of 5 days of filing 10Q or 50 days of quarter end Yes No Annual financial statement (CPA Audited) + CC within earlier of 5 days of filing 10K or 90 days of FYE 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 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 & Deferred Revenue Monthly within 30 days Yes No Transaction Reports Monthly within 30 days Yes No Projections FYE within 60 days Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”)____________________________________________________________________________
Reporting Covenant Required Complies. A/R & A/P Agings Monthly within 30 days Yes No Sales journal Monthly within 30 days Yes No Collections journal Monthly within 30 days Yes No Borrowing Base Certificate Monthly within 30 days Yes No Deferred Revenue Schedule Monthly within 30 days Yes No Balance Sheet and Income Statement Monthly within 30 days Yes No Compliance Certificate Monthly within 30 days Yes No Quarterly Financial statements/Form 10-Q Quarterly within 5 days of filing Yes No Annual Financial Statements/Form 10-K/ (CPA audited) Annually within 5 days of filing Yes No Borrower’s tax returns and schedule (CPA prepared) Annually within 5 days of filing but no later than October 31st of each year Yes No Personal Guarantor’s personal financial statements Annually no later than October 31st of each year (or more frequently as Bank may request) Yes No A/R and Collateral 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 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 1CPA Audited) + XX XXX within 150 days Yes Xx 00-X, 00-Xxxx 0-X Within 5 days after filing with SEC Yes No Borrowing Base Certificate A/R & A/P Agings and Purchase Order Reports Monthly within 30 days Yes No Financial Covenant Required Actual Complies Maintain on a Monthly Basis: Minimum Adjusted Quick Ratio 1.00:1.00 :1.00 Yes No Minimum Tangible Net Worth $ $ Yes No The following financial covenant analys[is][es] 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.”) [Borrower name] BANK USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No Schedule 1 to Compliance Certificate
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 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”) ____________________________________________________________________________
