Common use of Other Covenants Required Actual Complies Clause in Contracts

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 existing on such Equipment when acquired or Equipment considered Excluded Inventory and Equipment) Not to exceed $1,000,000.00 500,000 outstanding $ Yes No Repurchases Cash repurchases of stock from former employees, officers and directors (not including cancellation of Indebtedness) Not to exceed $250,000.00 500,000 per fiscal year $ Yes No Investments in Australian Subsidiary Not to exceed $500,000.00 per fiscal quarter cash $ Yes No Deposits or pledges for bids, tenders, contracts, leases, surety or appeal bonds Not to exceed $250,000.00 outstanding 250,000 at any time $ Yes No Letter of credit reimbursement obligations and associated cash collateral Not to exceed $2,500,000 at any time $ Yes No Investments (i) among Loan Parties, (ii) by Subsidiaries which are not Other Matters Quarterly Investments in Australian Subsidiary $Please list any SEC filings made since the most recently delivered Compliance Certificate: [ ] None ____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ 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 205707600 v10 Do Subsidiaries which are not Loan Parties maintain (i) cash and other assets with an aggregate value for all such Subsidiaries in excess of 10% of consolidated assets, (ii) revenue in excess of 10% of consolidated revenues for any twelve month period then ended, (iii) any Intellectual Property which is material to the business of Borrowers as a whole, or (iv) any contracts which are material to the business of Borrowers as a whole? If yes, please attach relevant details. Yes No 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 material to the Loan Parties’ business 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 NEUROSCIENCEEVELO BIOSCIENCES, INC. ByXXX.Xx: Name: Title: 205707600 v10 EXHIBIT EE REQUIREMENTS FOR INSURANCE DOCUMENTATION Contact Information for Insurance Documentation: Ankura Trust Company, LLC, as Collateral Agent 000 Xxxxxxx Xxxxxx, Fourth FloorFairfield, CT 06824Attention: Xxxx Xxxxx Document Requirements: DOCUMENT REQUIREMENT

Other Covenants Required Actual Complies. Equipment financing Permitted Indebtedness Not to exceed for equipment leases <$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 $___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) <$750,000 _____________ 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 list Enter Below Comments Regarding Violations: The Officer further acknowledges that at any SEC filings made since the most recently delivered Compliance Certificate: Yes No Has time any Borrower changed its legal nameis not in compliance with all the terms set forth in the Agreement, jurisdiction of organization or chief executive office? If yesincluding, please complete details below: Yes No Has there been any change in Key Person? Yes No Have any new Subsidiaries been formed? If yeswithout limitation, please provide complete schedule belowthe financial covenants, no credit extensions will be made. 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 yesVery truly yours, 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: Authorized Signer Name: Title: EXHIBIT ESCHEDULE OF EXCEPTIONS TO LOAN AND SECURITY AGREEMENT Permitted Indebtedness (Exhibit A) Certain guaranties by Parent in connection with real property leases held by the WPRI incurred in the ordinary course of business. Corporate credit cards issued by financial institutions other than Bank with maximum credit limits up to $500,000 to facilitate payment of ordinary course operating expenses. Such credit cards will be closed and cancelled within 90 days after the Closing Date. Parent’s contingent reimbursement obligations under that certain letter of credit in the amount of $175,135.64, issued by Silicon Valley Bank relating to the deposit for Borrower’s retail store: Beneficiary: SOHO Company LLC, C/O Yassky Properties, 000 Xxxxxxx Xxx, 00xx Xxxxx, XX, XX 00000 Cash Collateral: $175,135.64 (Silicon Valley Bank, 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000, COLLATERAL MMA, 3300911044, XXXX, Inc.) Permitted Investments (Exhibit A) None. Permitted Liens (Exhibit A) Pledge of cash collateral in the amount of $175,135.64 in favor or Silicon Valley Bank to secure Parent’s reimbursement obligation under the letter of credit specified above (Silicon Valley Bank, 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000, COLLATERAL MMA, 3300911044, XXXX, Inc.)

Other Covenants Required Actual Complies. Equipment financing Indebtedness Not Permitted payments in lieu of fractional shares in connection with conversion or exercise of convertible securities <$1,000,000 $ YES NO Permitted payments in lieu of fractional shares in connection with stock dividends and splits <$1,000,000 $ YES NO Permitted Investments for loans to exceed $1,000,000.00 outstanding $ Yes No Repurchases of stock from former employees, officers and directors Not <$1,000,000 $ YES NO Permitted Investments by Borrower or a Guarantor to exceed subsidiaries that are not Borrower or a Guarantor <$250,000.00 per fiscal year 3,000,000 $ Yes No YES NO Permitted Investments for joint ventures <$250,000 $ YES NO Permitted Investments in Australian connection with Guarantee Obligations <$1,000,000 $ YES NO Other Investments <$1,000,000 $ YES NO Capital Expenditures *** $ YES NO Asset Sales, other than those permitted by any clause of Section 8.4 of the Credit Agreement other than clause (g) <$1,000,000 $ YES NO Amount of obligations secured by other liens pursuant to Section 8.2(i) <$1,000,000 $ YES NO Balance of corporate credit cards <$3,000,000 $ YES NO Other letters of credit <$1,000,000 $ YES NO Debt of Person that becomes a Subsidiary Not of Borrower after Effective Date (or assumed by Borrower or a Subsidiary in connection with Permitted Acquisition) <$1,000,000 $ YES NO Permitted Debt to exceed finance acquisition of fixed/ capital assets <$500,000.00 per fiscal quarter 25,000,000 $ Yes No Deposits YES NO Dominion of Funds – Cash on deposit with Agent or pledges for bidsLenders (during Period B, tenders, contracts, leases, surety or appeal bonds Not to exceed tested as of the last day of each month) $250,000.00 outstanding 30,000,001 – $39,999,999 $ Yes No Other Matters Quarterly Investments in Australian Subsidiary YES NO Additional Unsecured Debt <$1,000,000 $________________ YES NO * Fiscal Quarter Ending Date Amount September 30, 2017 $1,000,000 December 31, 2017 and each fiscal quarter ending thereafter $4,500,000 ** Period Amount At all times through August 22, 2017 $18,000,000 At all times thereafter through September 30, 2017 $22,500,000 Please list Enter Below Comments Regarding Violations: The Officer further acknowledges that at any SEC filings made since time Borrower is not in compliance with all the most recently delivered Compliance Certificate: Yes No Has any Borrower changed its legal nameterms set forth in the Credit Agreement, jurisdiction of organization or chief executive office? If yesincluding, please complete details below: Yes No Has there been any change in Key Person? Yes No Have any new Subsidiaries been formed? If yeswithout limitation, please provide complete schedule belowthe financial covenants, no credit extensions will be made. 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 yesVery truly yours, 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: /s/ Xxxxxxx Xxxxxx Authorized Signer Xxxxxxx Xxxxxx Name: Title: EXHIBIT ECFO