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  Exhibit 10.9    
    


 
    FOURTEENTH LOAN MODIFICATION AGREEMENT    
    


        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"). 


        1.    DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS.    Among other indebtedness and obligations which may be
owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of January 29, 2007, evidenced by, among other documents, a certain Loan and Security Agreement
dated as of January 29, 2007, between Borrower and Bank, as amended by a certain First Loan Modification Agreement dated as of November 30, 2007, between Borrower and Bank, as further
amended by a certain Second Loan Modification Agreement dated as of July 30, 2008, between Borrower and Bank, as further amended by a certain Third Loan Modification Agreement dated as of
November 30, 2008, between Borrower and Bank, as further amended by a certain Fourth Loan Modification Agreement dated as of February 26, 2009, between Borrower and Bank, as further
amended by a certain Fifth Loan Modification Agreement dated as of April 27, 2009, between Borrower and Bank, as further amended by a certain Sixth Loan Modification Agreement dated as of
March 22, 2010, between Borrower and Bank, as further amended by a certain Seventh Loan Modification Agreement ("Seventh Amendment") dated as of June 29, 2010, between Borrower and Bank,
as further amended by a certain Eighth Loan Modification Agreement dated as of September 2010, between Borrower and Bank, as further amended by a certain Ninth Loan Modification Agreement dated as of
December 17, 2010, between Borrower and Bank, as further amended by a certain Tenth Loan Modification Agreement dated as of March 9, 2011, between Borrower and Bank, as further amended
by a certain Eleventh Loan Modification Agreement dated as of June 9, 2011, between Borrower and Bank, as further amended by a certain Twelfth Loan Modification Agreement dated as of
September 23, 2011, between Borrower and Bank, and as further amended by a certain Thirteenth Loan Modification Agreement dated as of November 7, 2011, between Borrower and Bank (as
amended, the "Loan Agreement"). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement. 



        2.    DESCRIPTION OF COLLATERAL.    Repayment of the Obligations is secured by the Collateral as described in the Loan
Agreement and that certain Intellectual Property Security Agreement dated as of January 29, 2007, between Borrower and Bank (the "IP Security Agreement" and together with the Loan Agreement and
any other collateral security granted to Bank, the "Security Documents"). Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations, shall be
referred to as the "Existing Loan Documents". 


        3.    DESCRIPTION OF CHANGE IN TERMS.    



        A.    Modifications to Loan Agreement.    



	1.
	The
Loan Agreement shall be amended by deleting the following term appearing in Section 13.1 thereof: 







"  "Revolving Line Maturity Date" is the earliest of (a) December 31, 2011, or (b) the occurrence of an Event of Default." 




and
inserting in lieu thereof the following: 



"
"Revolving Line Maturity Date" is the earliest of (a) February 28, 2012, or (b) the occurrence of an Event of Default." 







        4.    FEES.    Borrower shall pay to Bank a commitment fee equal to One Thousand One Hundred Sixty-Seven Dollars
($1,167.00), which fee shall be due on the date hereof and shall be deemed fully 








earned
as of the date hereof. Borrower shall also reimburse Bank for all legal fees and expenses incurred in connection with this amendment to the Existing Loan Documents. 


        5.    RATIFICATION OF INTELLECTUAL PROPERTY SECURITY AGREEMENT.    Borrower hereby ratifies, confirms and reaffirms,
all and singular, the terms and conditions of the IP Security Agreement and acknowledges, confirms and agrees that said IP Security Agreement contains an accurate and complete listing of all
Intellectual Property Collateral as defined in said IP Security Agreement, which shall remain in full force and effect. 


        6.    RATIFICATION OF REPRESENTATIONS AND WARRANTIES.    Borrower hereby ratifies, confirms and reaffirms, all and
singular, the terms and disclosures contained in a certain Representations and Warranties dated as of January 9, 2007, between Borrower and Bank (the "Representations and Warranties"), and
acknowledges, confirms and agrees the disclosures and information Borrower provided to Bank in the Representations and Warranties have not changed, as of the date hereof, except (a) that
Borrower has an additional subsidiary, Meru Networks International, Inc., a Delaware corporation, (b) that Borrower's chief executive address is 894 Ross Drive, Sunnyvale, California
94089, and (c) as set forth on Annex A of the Seventh Amendment. 


        7.    AUTHORIZATION TO FILE.    Borrower hereby authorizes Bank to file UCC financing statements without notice to
Borrower, with all appropriate jurisdictions, as Bank deems appropriate, in order to further perfect or protect Bank's interest in the Collateral, including a notice that any disposition of the
Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of Bank under the Code. 



        8.    CONSISTENT CHANGES.    The Existing Loan Documents are hereby amended wherever necessary to reflect the changes
described above. 


        9.    RATIFICATION OF LOAN DOCUMENTS.    Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of
all security or other collateral granted to Bank and confirms that the indebtedness secured thereby includes, without limitation, the Obligations. 



        10.    NO DEFENSES OF BORROWER.    Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses,
claims, or counterclaims against Bank with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against Bank,
whether known or unknown, at law or in equity, all of them are hereby expressly WAIVED and Borrower hereby RELEASES Bank from any liability thereunder. 


        11.    CONTINUING VALIDITY.    Borrower understands and agrees that in modifying the existing Obligations, Bank is
relying upon Borrower's representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement, the terms
of the Existing Loan Documents remain unchanged and in full force and effect. Bank's agreement to modifications to the existing Obligations pursuant to this Loan Modification Agreement in no way shall
obligate Bank to make any future modifications to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations. It is the intention of Bank and
Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker will be released by virtue of this Loan Modification
Agreement. 


        12.    RIGHT OF SET-OFF.    In consideration of Bank's agreement to enter into this Loan Modification
Agreement, Borrower hereby reaffirms and hereby grants to Bank, a lien, security interest and right of set off as security for all Obligations to Bank, whether now existing or hereafter arising upon
and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Bank or any entity under the control of Bank (including a Bank
subsidiary) or in transit to any of them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Bank may set off the same or any part thereof
and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the loan. ANY AND ALL RIGHTS TO REQUIRE BANK TO
EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL 








WHICH
SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. 


        13.    JURISDICTION/VENUE.    Borrower accepts for itself and in connection with its properties, unconditionally, the
exclusive jurisdiction of any state or federal court of competent jurisdiction in the State of California in any action, suit, or proceeding of any kind against it which arises out of or by reason of
this Loan Modification Agreement. NOTWITHSTANDING THE FOREGOING, BANK SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION
WHICH BANK DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE BANK'S RIGHTS AGAINST BORROWER OR ITS PROPERTY. 


        14.    CONFIDENTIALITY.    Bank may use confidential information for the development of databases, reporting purposes,
and market analysis, so long as such confidential information is aggregated and
anonymized prior to distribution unless otherwise expressly permitted by Borrower. The provisions of the immediately preceding sentence shall survive the termination of the Loan Agreement. 


        15.    COUNTERSIGNATURE.    This Loan Modification Agreement shall become effective only when it shall have been
executed by Borrower and Bank. 


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        This
Loan Modification Agreement is executed under the laws of the State of California as of the date first written above. 

 






									
	 BORROWER:	 	 	 	BANK:
	    	 	 	 	 	 	 	 	 
	 MERU NETWORKS, INC.	 	 	 	SILICON VALLEY BANK
	
 By:	
 	
/s/ KEITH KITCHEN







 	
 	
 	
 	
By:	
 	
/s/ CHRISTOPHER SNIDER








 
	
 Name:	
 	
Keith Kitchen







 	
 	
 	
 	
Name:	
 	
Christopher Snider







 
	
 Title:	
 	
VP, Corp. Controller







 	
 	
 	
 	
Title:	
 	
Managing Director







 




 

 








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Exhibit 10.9


FOURTEENTH LOAN MODIFICATION AGREEMENT