Third Amendment to Loan and Security Agreement




 Exhibit 10.28 
 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT 
 This Third Amendment to Loan and Security Agreement
(this “Amendment”) is entered into as of February 27, 2007, by and between Greater Bay Venture Banking, a division of Greater Bay Bank, N.A., formerly Venture Banking Group, a division of Greater Bay Bank N.A. (“Bank”) and
ANDA NETWORKS, INC. (“Borrower”). 
 RECITALS 
 Borrower and Bank are parties to that certain Loan and Security Agreement dated as of September 3, 2004, as amended (the “Agreement”). Borrower and Bank desire to amend certain provisions of the
Agreement, all in accordance with the terms of this Amendment. 
 NOW, THEREFORE, the parties agree as follows: 
 1. Amendments to Agreement. The Agreement is hereby amended as follows: 
  

	 	(a)	Section 6.9 is amended to read as follows: 

  

	 	6.9	Profitability/Loss. 

 (a) Borrower
shall not incur a loss greater than $400,000 for the period beginning on January 1, 2007 and ending on March 31, 2007, on a cumulative year-to-date basis; 
 (b) Borrower shall not incur a loss greater than $500,000 for the period beginning on January 1, 2007 and ending on June 30,
2007, on a cumulative year-to-date basis; 
 (c) Borrower shall achieve a minimum net profit of $1,000,000 for the period
beginning on January 1, 2007 and ending on September 31, 2007, on a cumulative year-to-date basis; and 
 (d)
Borrower shall achieve a minimum net profit of $3,000,000 for the period beginning on January 1, 2007 and ending on December 31, 2007, on a cumulative year-to-date basis. 
  

	 	(b)	Exhibit E is deleted and replaced with Exhibit E attached hereto. 

 2. Conditions Precedent to Effectiveness. This Amendment shall become effective only upon: 
 (a)
receipt by the Bank of the following (each of which shall be in form and substance satisfactory to Bank): 
 (i) counterparts of this
Amendment duly executed on behalf of the Borrower and the Bank; 
 (ii) copies of resolutions of the Board of Directors or other authorizing
documents of Borrower, authorizing the execution and delivery of this Amendment; 
 (b) Bank shall have received a non-refundable fee in the
amount of One Thousand Dollars ($1,000), plus an amount equal to all Bank Expenses incurred in connection with this Amendment; and 
 (c)
completion of such other matters and delivery of such other agreements, documents and certificates as Bank may reasonably request. 
 3.
Representation and Warranties. Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Amendment, and that after giving effect to this Amendment, no Event
of Default has occurred and is continuing. 
  

 1 









 4. MISCELLANEOUS. 
 (a) Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of Borrower and Bank and their respective successors and assigns; provided, however, that the foregoing shall not
authorize any assignment by Borrower of its rights or duties hereundcr. 
 (b) Entire Agreement. This Amendment and the Loan Documents
contain the entire agreement of the parties hereto and supersede any other oral or written agreements or understandings. 
 (c) Course of
Dealing: Waivers. No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude
any later exercise of any such right. Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a
right must be in writing signed by an officer of Bank. 
 (d) Legal Effect. All references in the Loan Documents to “Venture
Banking Group, a division of Greater Bay Bank N.A.” shall mean and refer to Greater Bay Venture Banking, a division of Greater Bay Bank, N.A. Except as amended by this Amendment, the Loan Documents remain in full force and effect. If any
provision of this Amendment conflicts with applicable law, such provision shall be deemed severed from this Amendment, and the balance of this Amendment shall remain in full force and effect. Unless otherwise defined, all capitalized terms in this
Amendment shall have the meaning set forth in the Agreement. 
 (e) Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. 
 IN WITNESS WHEREOF,
the undersigned have executed this Amendment as of the first date above written. 
  

			
	ANDA NETWORKS, INC.
		
	By	 	 



	Title	 	VICE PRESIDENT OF FINANCE


  

			
	 GREATER BAY VENTURE BANKING,
 A DIVISION
OF GREATER BAY BANK, N.A.

	By	 	 



	Title	 	AVP


  

 2 









 EXHIBIT E 
 COMPLIANCE CERTIFICATE 

			
	TO:	 	GREATER BAY VENTURE BANKING, A DIVISION OF GREATER BAY BANK, N.A.
	FROM:	 	ANDA NETWORKS, INC.

 The undersigned authorized officer of ANDA NETWORKS, INC. hereby certifies that in accordance with
the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete 
 compliance for the period ending                      with all required covenants except as noted below and (ii) all
representations and 
 warranties of Borrower stated in the Agreement are true and correct in all material respects as of the date hereof. Attached herewith
are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except
as explained in an accompanying letter or footnotes. The Officer expressly acknowledges that no borrowings may be requested by Borrower at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement,
and that such compliance is determined not just at the date this certificate is delivered. 
 Please indicate compliance status by circling
Yes/No under “Complies” column. 
  

									
	 Reporting Covenant
	 	 Required
	  	 	  	 Complies

	Monthly financial statements	 	Monthly within 30 days	  	Yes	  	No
	Annual (CPA Audited)	 	FYE within 180 days; FYE 2005 by September 15, 2006	  	Yes	  	No
	10-Q, 10-K and 8-K	 	Within 5 days after filing with SEC	  	Yes	  	No
	Borrowing Base Certificate	 	Monthly within 20 days (if an Advance is outstanding)	  	Yes	  	No
	A/R & A/P Agings & Backlog report	 	Monthly within 20 days	  	Yes	  	No
	A/R Audit	 	Initial (by October 1, 2006) and Annual	  	Yes	  	No
					
	 Financial Covenant
	 	 Required
	 	 Actual
	  	 	  	 Complies

	Maintain on a monthly basis (unless otherwise noted):	 		 		  		  	
	 Minimum Liquidity Ratio1
	 	1.50:1.0	 	        :1.0	  	Yes	  	No
	 Profitability/Loss (Quarterly, on cumulative year- to-date basis)
	 	$            2	 	$            	  	Yes	  	No



	 1
	 “Liquidity Ratio” means, as of any (date for which it is tested, the
ratio of (a) an amount equal to (i) unrestricted cash and cash equivalents maintained with Bank, plus (ii) net, billed accounts receivable of Borrower, excluding Accounts that the account debtor has failed to pay within ninety
(90) days of invoice date, to (b) the aggregate amount of all outstanding Obligations. 



	 2
	 Borrower shall not incur a loss greater than $400,000 for the period beginning on
January 1,2007 and ending on March 31, 2007, on a cumulative year-to-date basis; Borrower shall not incur a loss greater than $500,000 for the period beginning on January 1, 2007 and ending on June 30, 2007, on a
cumulative year-to-date basis; Borrower shall achieve a minimum net profit of $ 1,000,000 for the period beginning on January 1, 2007 and ending on September 31, 2007, on a cumulative year-to-date basis; and Borrower shall
achieve a minimum net profit of $3,000,000 for the period beginning on January 1, 2007 and ending on December 31, 2007, on a cumulative year-to-date basis. 


 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	 		  		  	

  

 3 









 CORPORATE RESOLUTIONS TO BORROW 
  

 Borrower: ANDA NETWORKS, INC.


 I, the undersigned Secretary or Assistant Secretary of ANDA NETWORKS, 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 the Certificate of Incorporation and Bylaws previously delivered to Greater Bay Venture Banking, a division of Greater Bay Bank, N.A. (the “Bank”) remain in full force and effect
and have not been amended, restated or modified. 
 I FURTHER CERTIFY that at a meeting of the 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: 
  

					
	 NAMES
	  	 POSITION
	  	 ACTUAL SIGNATURES

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  


 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 Greater Bay Venture Banking, a division of Greater Bay Bank, N.A., on such
terms as may be agreed upon between the officers, employees, or agents and Bank, such sum or sums of money as in their judgment should be borrowed. 
 Execute Documents. To execute and deliver to Bank the Third Amendment to Loan and Security Agreement dated as of February 27, 2007, (the “Amendment”), and also to execute and deliver to Bank one or more renewals,
extensions, modifications, refinancings, consolidations, or substitutions for one or more of the notes, or any portion of the notes. 
 Grant Security. To grant a security interest to Bank in the Collateral described in the Loan Agreement, which security interest shall secure all of the Corporation’s Obligations, as described in the Loan Agreement. 

Negotiate Items. To draw, endorse, and discount with Bank all drafts, trade acceptances, promissory notes, or other evidences of indebtedness
payable to or belonging to the Corporation or in which the Corporation may have an interest, and either to receive cash for the same or to cause such proceeds to be credited to the account of the Corporation with Bank, or to cause such other
disposition of the proceeds derived therefrom as they may deem advisable. 
 Letters of Credit; Foreign Exchange. To execute letters
of credit applications, foreign exchange agreements and other related documents pertaining to Bank’s issuance of letters of credit and foreign exchange contracts. 
 Further Acts. In the case of lines of credit, to designate additional or alternate individuals as being authorized to request advances thereunder, and in all cases, to do and perform such other acts and things,
to pay any and all fees and costs, and to execute 

  

 1 









 
and deliver such other documents and agreements as they may in their discretion deem reasonably necessary or proper in order to carry into effect the
provisions of these Resolutions. 
 BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to these resolutions and performed
prior to the passage of these resolutions are hereby ratified and approved, that these Resolutions shall remain in full force and effect and Bank may rely on these Resolutions until written notice of their revocation shall have been delivered to and
received by Bank. Any such notice shall not affect any of the Corporation’s agreements or commitments in effect at the time notice is given. 
 I FURTHER CERTIFY that the officers, employees, and agents named above are duly elected, appointed, or employed by or for the Corporation, as the case may be, and occupy the positions set forth opposite their respective names; that the
foregoing Resolutions now stand of record on the books of the Corporation; and that the Resolutions are in full force and effect and have not been modified or revoked in any manner whatsoever. 
 IN WITNESS WHEREOF, I have hereunto set my hand on February 27, 2007 and attest that the signatures set opposite the names listed above are their
genuine signatures. 
  

			
	CERTIFIED TO AND ATTESTED BY:
		
	x	 	  



  

 2