Second Amendment to Amended and Restated Loan and Security Agreement



 Exhibit 10.27 

SECOND AMENDMENT 

TO 

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 

THIS SECOND AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of this
27th day of May, 2010, by and among Silicon Valley Bank (“Bank”) and 3PAR Inc., a Delaware corporation (“Borrower”). 

RECITALS 

A. Bank and Borrower have entered into that certain Amended and Restated Loan and Security Agreement dated as of May 30,
2008, as amended to date and as has been and may be further amended, modified, supplemented or restated from time to time (as amended, the “Loan Agreement”). 

B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement. 

C. Borrower has requested that Bank amend the Loan Agreement pursuant to the terms hereof. 

D. Bank has agreed to so amend the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions
and in reliance upon the representations and warranties set forth below. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan
Agreement. 
 2. Amendments to Loan Agreement. 

2.1 Section 13.1 (Definitions). The following definitions are hereby amended in their entirety to read as follows:

 “LIBOR Rate” means, for each Interest Period in respect of LIBOR Credit Extensions comprising part of the
same Credit Extensions, an interest rate per annum (rounded upward to the nearest 1/16th of one percent (0.0625%)) equal to LIBOR for such Interest Period divided by one (1) minus the Reserve Requirement for such Interest
Period. 
 “Prime Rate” is the “prime rate,” as published in the Money Rates section of the
western edition of The Wall Street Journal. 
 “Revolving Line Maturity Date” is May 27, 2011. 








 3. Limitation of Amendments. 

3.1 The amendments set forth in Section 2 above are effective for the purposes set forth herein and shall be limited
precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may
have in the future under or in connection with any Loan Document. 
 3.2 This Amendment shall be construed in connection
with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and
effect. 
 4. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and
warrants to Bank as follows: 
 4.1 Immediately after giving effect to this Amendment (a) the representations and
warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as
of such date), and (b) no Event of Default has occurred and is continuing; 
 4.2 Borrower has the power and
authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 

4.3 The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have
not been amended, supplemented or restated and are and continue to be in full force and effect; 
 4.4 The execution and
delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized; 

4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree
of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 

4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision
thereof, binding on either Borrower, except as already has been obtained or made; and 
 4.7 This Amendment has been duly
executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, 







 
except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to
or affecting creditors’ rights. 
 5. Counterparts. This Amendment may be executed in any number of counterparts and
all of such counterparts taken together shall be deemed to constitute one and the same instrument. 
 6. Effectiveness.
This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) Bank’s receipt of a commitment fee of $5,000 and (c) payment of all Bank Expenses (including all
reasonable attorneys’ fees and reasonable expenses) incurred and invoiced through the date of this Amendment. 
 [Signature
page follows.] 







 IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed and delivered as of the date first written above. 
  

									
	BANK	 		 		 	BORROWER
			
	Silicon Valley Bank	 		 	3PAR Inc., a Delaware corporation
					
	 By:
	 	/s/ Ray Aguilar
	 		 	By:	 	/s/ Adriel Lares
					
	Name:	 	Ray Aguilar	 		 	Name:	 	Adriel Lares
	Title: 	 	Relationship Manager	 		 	Title:	 	VP of Finance & CFO