Other Covenants Required Actual Complies. Permitted Indebtedness for equipment leases <$2,000,000 __________________________ YES NO Permitted Investments for stock repurchase <$750,000 __________________________ YES NO Permitted Investments for subsidiaries <$500,000 __________________________ YES NO Permitted Investments for employee loans (cashless) <$2,000,000 __________________________ YES NO Permitted Investments for joint ventures <$500,000 __________________________ YES NO Permitted Liens for equipment leases <$2,000,000 __________________________ YES NO Permitted Transfers <$300,000 __________________________ YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title: EXECUTION FOURTH AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT This Fourth Amendment and Waiver to Loan and Security Agreement (this “Amendment”) is entered into as of September 10, 2018, by and among COMERICA BANK (“Bank”), XXXX, INC., a Delaware corporation (“Parent”) and WARBY XXXXXX RETAIL, INC., a Delaware corporation (“WPRI”; or together with Parent each a “Borrower” and collectively the “Borrowers”).
Other Covenants Required Actual Complies. Equipment financing Indebtedness Not to exceed $1,000,000.00 outstanding $ Yes No Repurchases of stock from former employees, officers and directors Not to exceed $250,000.00 per fiscal year $ Yes No Investments in Australian Subsidiary Not to exceed $500,000.00 per fiscal quarter $ Yes No Deposits or pledges for bids, tenders, contracts, leases, surety or appeal bonds Not to exceed $250,000.00 outstanding $ Yes No Other Matters Quarterly Investments in Australian Subsidiary $________________ Please list any SEC filings made since the most recently delivered Compliance Certificate: Yes No Has any Borrower changed its legal name, jurisdiction of organization or chief executive office? If yes, please complete details below: Yes No Has there been any change in Key Person? Yes No Have any new Subsidiaries been formed? If yes, please provide complete schedule below. Yes No Legal Name of Subsidiary Jurisdiction of Organization Holder of Subsidiary Equity Interests Equity Interests Certificated? (Y/N) Jurisdiction Have any new Deposit Accounts or Securities Accounts been opened? If yes, please complete schedule below. Yes No Accountholder Deposit Account / Intermediary Address Account Number Account Control Agreement in place? (Y/N) Is there any new Product not previously disclosed on the Perfection Certificate or any prior Compliance Certificate? If yes, please complete details below: Yes No Has there been any material change to anticipated or scheduled Royalty and Milestone Payments? If yes, please attach updated Schedule 4. Yes No] Has any Loan Party added any new lease location, bailee location or other location where Collateral is maintained? If yes, please describe below: Yes No Has any Loan Party entered into a Restricted License? If yes, please describe below: Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) BORROWER REPRESENTATIVE: ALTO NEUROSCIENCE, INC. By: Name: Title: EXHIBIT E
Other Covenants Required Actual Complies. Equipment financing Indebtedness Not to exceed $500,000.00 outstanding $ Yes No Repurchases of stock from former employees, officers and directors Not to exceed $500,000.00 per fiscal year $ Yes No Investments in Subsidiaries that are not Loan Parties Not to exceed $500,000.00 per fiscal year $ Yes No Deposits or pledges for bids, tenders, contracts, leases, surety or appeal bonds Not to exceed $500,000.00 at any time $ Yes No
Other Covenants Required Actual Complies. Permitted Investments for stock repurchase or employee loans <$100,000 $ YES NO Permitted Investments by Borrower or a Guarantor to subsidiaries that are not Borrower or a Guarantor <$500,000 $ YES NO Permitted Investments for joint ventures <$250,000 $ YES NO Asset Sales, other than those permitted by any clause of Section 8.4 of the Credit Agreement other than clause (g) <$250,000 $ YES NO Other Investments <$500,000 $ YES NO Capital Expenditures <$10,000,000, plus any amount carried forward from prior Fiscal Year $ YES NO Balance of corporate credit cards <$3,000,000 $ YES NO Amount of obligations secured by other liens pursuant to Section 8.2(h) <$250,000 $ YES NO Debt of Person that becomes a Subsidiary of Borrower after Effective Date (or assumed by Borrower or a Subsidiary in connection with Permitted Acquisition) <$500,000 $ YES NO Permitted Debt to finance acquisition of fixed/ <$12,500,000 $______________ YES NO capital assets Additional Unsecured Debt <$250,000 $______________ YES NO * Period Amount October 1, 2013 through December 31, 2013 $1,000,000 January 1, 2014 through March 31, 2014 ($9,000,000) April 1, 2014 through June 30, 2014 ($2,000,000) July 1, 2014 through September 30, 2014 ($3,500,000) October 1, 2014 through December 31, 2014 $15,000,000 January 1, 2015 and thereafter To be determined in accordance with Section 7.9(a)(ii) of the Credit Agreement. Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Credit Agreement, including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title: Detroit_3013288_18 EXHIBIT K FORM OF TERM LOAN NOTE $___________________ ________, 20__ FOR VALUE RECEIVED, Rocket Fuel Inc. (“Borrower”) promises to pay to the order of [insert name of applicable financial institution] (“Payee”), in care of Agent, at Detroit, Michigan, the principal sum of [insert amount derived from Percentages] Dollars ($_____________), or if less, the aggregate principal amount of the Term Loan Advances made by the Payee, in lawful money of the United States of America payable in quarterly principal installments each in the amount and on the dates set forth in the Credit Agreement (as defined below) until the Term Loan Maturity Date, when the entire unpaid balance of principal and interest thereon shall be due and payable. Interest shall be payabl...
Other Covenants Required Actual Complies. Purchase money Indebtedness (including capital leases) Not to exceed $250,000 outstanding at any time $ Yes No Indebtedness in respect of cash management services and credit cards Not to exceed $250,000 outstanding at any time $ Yes No Indebtedness in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments Not to exceed $500,000 outstanding at any time $ Yes No Repurchases of stock pursuant to Section 7.7(a) Not to exceed $100,000 per fiscal year (or $500,000 per fiscal year per Section 7.7) $ Yes No Capital Expenditures Not to exceed 110% of board-approved projections per fiscal year $ Yes No Investments of cash and Cash Equivalents in Subsidiaries Not to exceed $1,000,000 in any fiscal year $ Yes No Investments for travel advances and employee loans Not to exceed $250,000 outstanding $ Yes No Liens of carriers, warehousemen, suppliers Not to exceed $50,000 at any time $ Yes No
Other Covenants Required Actual Complies. Permitted Indebtedness for equipment leases <$5,000,000 YES NO Permitted Investments for stock repurchase <$15,000,000 YES NO Permitted Investments for subsidiaries <$1,500,000/qtr. YES NO Permitted Investments for employee loans <$50,000 YES NO Deposit Accounts Outside of Bank * YES YES NO NO *<$10,000,000 in the aggregate for foreign accounts Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no Credit Extensions will be made. Very truly yours, Authorized Signer Name: Title: SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Seventh Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of December 14, 2015, by and between COMERICA BANK (“Bank”) and HUBSPOT, INC., a Delaware corporation (“Borrower”).
Other Covenants Required Actual Complies. Permitted Indebtedness for equipment leases <$200,000 _______________________ ☐ YES ☐ NO Permitted Investments for stock repurchase <$200,000 _______________________ ☐ YES ☐ NO Permitted Investments for subsidiaries <$200,000 _______________________ ☐ YES ☐ NO Permitted Investments for employee loans <$200,000 _______________________ ☐ YES ☐ NO Permitted Investments for joint ventures <$200,000 _______________________ ☐ YES ☐ NO Permitted Liens for equipment leases <$200,000 _______________________ ☐ YES ☐ NO Permitted Transfers <$200,000 _______________________ ☐ YES ☐ NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title:
Other Covenants Required Actual Complies. Permitted Indebtedness for equipment leases <$200,000 ☐ YES ☐ NO Permitted Investments for stock repurchase <$200,000 ☐ YES ☐ NO Permitted Investments for subsidiaries <$200,000 ☐ YES ☐ NO Permitted Investments for employee loans <$200,000 ☐ YES ☐ NO Permitted Investments for joint ventures <$200,000 ☐ YES ☐ NO Permitted Liens for equipment leases <$200,000 ☐ YES ☐ NO Permitted Transfers <$200,000 ☐ YES ☐ NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title: CORPORATION RESOLUTIONS AND INCUMBENCY CERTIFICATION AUTHORITY TO PROCURE LOANS I certify that I am the duly elected and qualified Secretary of AUGMEDIX OPERATING CORPORATION (f/k/a Augmedix, Inc.) (the “Corporation”), and the keeper of the records of the Corporation; that the following is a true and correct copy of resolutions duly adopted by the Board of Directors of the Corporation in accordance with its bylaws and applicable statutes. Copy of Resolutions: Be it Resolved, that:
Other Covenants Required Actual Complies. Permitted Indebtedness for equipment leases <$200,000 YES NO Permitted Investments for stock repurchase <$50,000 YES NO Permitted Investments for Irish Subsidiaries <$1.5 million/ qtr. YES NO Permitted Investments for subsidiaries <$50,000 YES NO Permitted Investments for employee loans <$50,000 YES NO Permitted Liens for equipment leases <$200,000 YES NO Deposit Accounts Outside of Bank <$250,000 each YES NO <$250,000 all* YES NO * Excess over $10 million ($15 million after IPO) permitted if subject to control agreement. Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no Credit Extensions will be made. Very truly yours, Authorized Signer Name: Title: 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 September 23, 2013, by and between COMERICA BANK (“Bank”) and HUBSPOT, INC., a Delaware corporation (“Borrower”).
Other Covenants Required Actual Complies. Permitted Indebtedness for equipment leases <$250,000 YES NO Permitted Investments for stock repurchase <$250,000 YES NO Permitted Investments for subsidiaries <$100,000 YES NO Permitted Investments for employee loans <$100,000 YES NO Permitted Investments for joint ventures <$250,000 YES NO Permitted Liens for equipment leases <$250,000 YES NO Permitted Transfers <$250,000 YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrowers are not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title: SCHEDULES OF EXCEPTIONS TO LOAN AND SECURITY AGREEMENT
