Common use of Actual Clause in Contracts

Actual. Revenue (calculated in accordance with GAAP) from Borrower’s EndeavorRx product $_____ Is line A equal to or greater than the amount set forth above? _____ No, not in compliance _____ Yes, in compliance _____ N/A* * Not tested for any Tested Quarter (a) with respect to which Borrower maintained the Minimum Cash Balance at all times during the period commencing on the first day of such Tested Quarter through and including the date that is 30 days after the last day of such Tested Quarter, or (b) ending prior to the Funding Date of the first Term B Loan Advance. DEADLINE FOR SAME DAY PROCESSING IS 1:00 P.M. EASTERN TIME Fax To: Date: ______________ LOAN PAYMENT: ▇▇▇▇▇ INTERACTIVE LABS, INC. From Account # To Account # (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # (Loan Account #) (Deposit Account #) Amount of Term Loan Advance $ All Borrower’s representations and warranties in the Amended and Restated Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date. Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is 1:00 pm, Eastern Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: The undersigned, being the duly elected and acting ______________________ of ▇▇▇▇▇ INTERACTIVE LABS, INC. a Delaware corporation (“Borrower”), does hereby certify to (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, a California corporation, as a lender, (c) SVB INNOVATION CREDIT FUND VIII, L.P., a Delaware limited partnership (“SVB Innovation Fund”), as a lender (SVB and SVB Innovation Fund and each of the other “Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”) in connection with that certain Loan and Security Agreement dated as of [ ], by and among Borrower, Agent and the Lenders from time to time party thereto (the “Loan Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Loan Agreement) that:

Appears in 2 contracts

Sources: Loan and Security Agreement (Social Capital Suvretta Holdings Corp. I), Loan and Security Agreement (Social Capital Suvretta Holdings Corp. I)

Actual. Minimum Revenue (calculated in accordance with GAAP) from Borrower’s EndeavorRx product $_____ $ Is line A equal to or greater than the amount set forth above? _____ ____*? No, not in compliance _____ Yes, in compliance _____ N/A* * Not tested for any Tested Quarter (a) with respect to which Borrower maintained the Minimum Cash Balance at all times during the period commencing on the first day of such Tested Quarter through and including the date that is 30 days after the last day of such Tested Quarter, or (b) ending prior to the Funding Date of the first Term B Loan Advance. DEADLINE FOR SAME DAY PROCESSING IS 1:00 P.M. EASTERN TIME 224419752 v2 EXHIBIT C Fax To: Date: _____________________ LOAN PAYMENTLoan Payment: ▇▇▇▇▇ INTERACTIVE LABS, VERRICA PHARMACEUTICALS INC. From Account # #________________________________ To Account # #__________________________________________ (Deposit Account #) (Loan Account #) Principal $ $____________________________________ and/or Interest $ $________________________________________ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # #________________________________ To Account # #__________________________________________ (Loan Account #) (Deposit Account #) Amount of Term Loan Advance $ $___________________________ All Borrower’s representations and warranties in the Amended and Restated Mezzanine Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date. : Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is 1:00 pmnoon, Eastern Time Beneficiary Name: _____________________________ Amount of Wire: $ Beneficiary Bank: ______________________________ Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: The undersigned, being the duly elected and acting ___________________________ 2nd Signature (if required): _______________________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________________ Telephone #: Telephone #: 224419752 v2 224419752 v2 DISBURSEMENT LETTER [DATE] The undersigned, being the duly elected and acting of ▇▇▇▇▇ INTERACTIVE LABSVERRICA PHARMACEUTICALS INC., INC. a Delaware corporation (“Borrower”), does hereby certify to (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, a California corporation, as a lender, (c) SVB WESTRIVER INNOVATION CREDIT LENDING FUND VIII, L.P., a Delaware limited partnership (“SVB Innovation FundWestRiver”), as a lender (SVB and SVB Innovation Fund WestRiver and each of the other “Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”) in connection with that certain Mezzanine Loan and Security Agreement dated as of [ ]March 10, 2020 by and among Borrower, Agent and the Lenders from time to time party thereto (the “Loan Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Loan Agreement) that:

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (Verrica Pharmaceuticals Inc.)