EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 
  

 
  

SECOND AMENDMENT TO CREDIT AGREEMENT AND
WAIVER 
 dated as of December 4, 2015 

Among 
 IDENTIV,
INC., 
 as the Borrower, 

IDONDEMAND, INC., 

as the Guarantor 
 and 

OPUS BANK 

as Lender 
  

 
  

 
 Re Credit Agreement dated as of
March 31, 2014 
  
  

 







 SECOND AMENDMENT TO CREDIT
AGREEMENT AND WAIVER 
 This Second Amendment to Credit Agreement and Waiver dated as of
December 4, 2015 (this “Amendment”) is by and among (a) Identiv, Inc., a Delaware corporation formerly known as Identive Group, Inc. (the “Borrower”), (b) idOnDemand, Inc., a Delaware
corporation (the “Guarantor”), and (c) Opus Bank, a California commercial bank, as Lender (“Lender”). All capitalized terms used herein without definition shall have the same meanings herein as such
terms are defined in the below defined Loan Agreement. 
 WITNESSETH: 

WHEREAS, Borrower and Lender entered into that certain Credit Agreement dated as of March 31, 2014 (as amended, the
“Loan Agreement”). 
 Whereas, the parties hereto wish to (a) waive Borrower’s compliance with
Section 7.11(a) (Tangible Net Worth) for the fiscal quarter ended September 30, 2015, and (b) amend said Section 7.11(a) (Tangible Net Worth). 

Whereas, Hirsch Electronics LLC, a Delaware limited liability company, was a Guarantor under the Loan Agreement and has since merged into the
Borrower, with the Borrower as the surviving entity, on February 11, 2015. 
 Now, Therefore, in consideration of the mutual covenants
and agreements herein contained, the parties hereto agree as follows: 
 Section 1. Amendment. From and after the Amendment
Effective Date (as defined below), Section 7.11(a) of the Loan Agreement is hereby amended by deleting the same in its entirety and inserting the following in lieu thereof: 

“7.11 Financial Covenants. 

(a) Tangible Net Worth. Permit the sum of the Consolidated Tangible Net Worth plus the amount shown on the
Borrower’s current balance sheet for the 1994 Settlement Agreement to be less than the sum of $8,000,000 plus, an amount equal to 50% of the amount of any Cash proceeds from any equity or Subordinated Debt issued by the Borrower after
December 1, 2015 as of the end of any fiscal quarter of the Borrower measured quarterly beginning at the end of the fiscal quarter ending December 31, 2015.” 

Section 2. Waiver. From and after the Amendment Effective Date, the Lender hereby waives any Default or Event of Default arising
under the Credit Agreement due to the failure of the Borrower to comply with the requirements of Section 7.11(a) of the Credit Agreement (Tangible Net Worth) for the fiscal quarter ending September 30, 2015. 







 Section 3. Representations and Warranties. The Guarantor and the Borrower each hereby
represents and warrants to Lender as follows: 
 (a) After giving effect to this Amendment, no Default or Event of Default
has occurred and is continuing (or would result from the amendment of the Loan Documents contemplated hereby). 
 (b) The
execution, delivery and performance by the Guarantor and the Borrower of this Amendment has been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, or notice to
or action by, any Person (including any Governmental Authority) in order to be effective and enforceable. 
 (c) This
Amendment and each of the other Loan Documents (as amended by this Amendment) constitute the legal, valid and binding respective obligations of the Guarantor and the Borrower, enforceable against it in accordance with their respective terms. 

(d) All representations and warranties of the Guarantor and the Borrower in the Loan Documents (each as amended by this
Amendment) are true and correct in all material respects as of the date hereof (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct in all material respects as of
such earlier date). 
 (e) Each of the Guarantor and the Borrower is entering into this Amendment on the basis of its own
investigation and for its own reasons, without reliance upon Lender or any other Person. 
 (f) Each of the Guarantor and the
Borrower’s respective obligations under the Loan Agreement, each Guaranty and under the other Loan Documents, as applicable, are not subject to any defense, counterclaim, set-off, right of recoupment, abatement or other claim. 

Section 4. Continuing Effectiveness; Ratification of Loan Documents. As herein amended, each of the Loan Documents (including,
without limitation, each Guaranty) shall remain in full force and effect and each of the agreements, guarantees and obligations contained therein (as amended hereby) is hereby ratified and confirmed in all respects. 

Section 5. Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate
counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same Amendment. 

Section 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED  







 
ENTIRELY WITHIN SUCH STATE; PROVIDED THAT LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. 

Section 7. Successors and Assigns. This Amendment shall be binding upon the parties hereto and their respective successors and
assigns, and shall inure to the benefit of the parties hereto, and their respective successors and assigns. 
 Section 8.
Effectiveness. The agreements set forth herein shall become effective on the date (the “Amendment Effective Date”) when the Lender shall have (a) executed this Amendment, (b) received counterparts of this Amendment
executed by Borrower and the Guarantor, and (c) payment of all reasonable fees and expenses of Lender as required by Section 9.03 of the Loan Agreement. 

Section 9. Entire Agreement. This Amendment constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the subject matter hereof. 
 [signature pages follow] 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered by their duly authorized officers as of the date first set forth above. 
  

			
	 IDENTIV, INC., a Delaware corporation, as the Borrower

 

		
	By:	 	/s/ Steve Humphreys
		 	Name: Steve Humphreys
		 	Its: Chief Executive Officer


  

			
	 IDONDEMAND, INC., a Delaware corporation, as a
Guarantor
  

		
	By:	 	/s/ Steve Humphreys
	Name:	 	Steve Humphreys
	Title:	 	Chief Executive Officer


  

			
	 OPUS BANK, as Lender

 



  

			
		
	By:	 	/s/ Kevin McBride
		 	 Kevin McBride
 Senior Managing
Director