Reporting Covenants Required Complies. Monthly Compliance Statement Monthly within 30 days Yes No Quarterly financial statements Quarterly within 30 days Yes No Annual financial statements (CPA Audited) FYE within 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board approved projections FYE within 60 days Yes No
Reporting Covenants Required Complies. Monthly Financial Statements and a Compliance Certificate (Section 6.01(a)) Within 30 days after the end of each month Yes No Quarterly Financial Statements and a Compliance Certificate (Section 6.01(b)) Within 30 days after the end of each fiscal quarter Yes No Annual financial statements (CPA audited) (Section 6.01(c)) Annually, within 90 days after the end of each fiscal year Yes No Board approved operating plan and financial projections and for the next fiscal year (Section 6.01(d)) 30 days prior to the start of each fiscal year Yes No 409(A) valuation reports (Section 6.01(e)) Within 30 days after completion Yes No All board packages delivered to board of directors (Section 6.02(a)) When delivered to board Yes No Detailed capitalization table by round and investor (Section 6.02(b)) Quarterly Yes No Description Applicable Legal action > $100,000 (Section 6.02(c)) Notify promptly Yes No Default, Event of Default, Event of Loss or Material Adverse Effect (Section 6.02(d)) Notify promptly Yes No Formation of any Subsidiary (Section 6.02(e)) Notify promptly Yes No Negative Covenants Required Actual Complies Permitted Transfers general basket (Section 7.02(iv)) <$100,000 $ Yes No Permitted distributions for stock repurchases (Section 7.04(ii)(2)) <$100,000 $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (revolv advances) (Section 7.05) <$30,000,000 (Advances and Bank Services) $ Yes No <$2,000,000 (Bank Services) $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (equipment loans) (Section 7.05) <$1,400,000 (decreases as principal repaid) $ Yes No Permitted Indebtedness for equipment leases (Section 7.05) <$100,000 $ Yes No Permitted Indebtedness general basket (Section 7.05) <$100,000 $ Yes No Permitted Investments for employee loans (Section 7.06) <$50,000 $ Yes No Permitted Investments to Subsidiaries (Section 7.06) <$500,000 / month $ Yes No Permitted Investments general basket (Section 7.06) <$100,000 $ Yes No IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate on , 20 . ADAPTIVE INSIGHTS, INC. By: Name: Title: EXHIBIT E INCUMBENCY CERTIFICATE The undersigned, , hereby certifies that:
Reporting Covenants Required Complies. Company Prepared Monthly F/S (Consolidated and, for U.S. operations, consolidating) Monthly, within 25 days YES NO Compliance Certificate Monthly, within 25 days YES NO CPA Audited, Unqualified F/S Annually, within 210 days of FYE YES NO Company Prepared Annual F/S Annually, within 25 days of FYE YES NO Borrowing Base Cert, A/R & A/P Agings Monthly, within 25 days YES NO Backlog/Sell-through Reports Monthly, within 25 days YES NO Intellectual Property Report Annually, within 30 days YES NO Audit Semi-annual YES NO If Public: 10Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10K Annually, within 5 days of SEC filing (95 days) YES NO DESCRIPTION APPLICABLE Legal Action > $250,000 Notify promptly upon notice YES NO Inventory Disputes > $250,000 Notify promptly upon notice YES NO Mergers & Acquisitions, cash consideration is > $5,000,000 Notify promptly upon notice YES NO Cross default with other agreements > $1,000,000 Notify promptly upon notice YES NO Judgment > $1,000,000 Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Tangible Net Worth (Tested Quarterly) See 6.7(a) of Agreement $ YES NO Bank Debt Liquidity Coverage See 6.7(b) of Agreement :1.00 YES NO 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 < $1,000,000 YES NO Permitted Investments for employee loans < $1,000,000 YES NO Permitted Investments for joint ventures < $1,000,000 YES NO Permitted Liens for equipment leases < $250,000 YES NO Permitted Transfers < $1,000,000 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 EXHIBIT F Prime Referenced Rate Addendum to Loan and Security Agreement (see attached) EXHIBIT G Form of Borrowing Base Certificate Borrower: NeoPhotonics Corporation Bank: Comerica Bank Commitment Amount: $8,000,000 Technology & Life Sciences Division Loan Analysis Department Five Palo Alto Square, Suite 800 0000 Xx Xxxxxx Xxxx Xxxx Xxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 U.S. ACCOUNTS RECEIVABLE 1. U.S. Accounts Receivable book value as of: $
Reporting Covenants Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statements (CPA Audited) Earlier of 120 days of FYE, or 10-K filing date Yes No Quarterly financial statements Earlier of 90 days of FQE, or 10-Q filing date Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No Deferred Revenue Report Monthly within 30 days Yes No Detailed Debtor Listing Monthly within 30 days Yes No Borrowing Base Reports If Streamline Period in effect, monthly within 30 days; if Streamline Period not in effect, Friday of each week Yes No Board approved projections Within later of 60 days of Board approval or FYE, and as within 10 days of any amendment/update Yes No The following Intellectual Property was registered after the Effective Date or after the last delivery date of a Compliance Certificate (if no registrations, state “None”)____________________________________________________________________________
Reporting Covenants Required Complies. Company Prepared Monthly F/S Monthly, within 30 days YES NO Compliance Certificate Monthly, within 30 days YES NO CPA Audited, Unqualified F/S Annually, within 180 days of FYE YES NO Borrowing Base Cert., A/R & A/P Agings Monthly, within 25 days YES NO Annual Business Plan (incl. operating budget) As soon as available after board approval YES NO Audit Semi-annual YES NO If Public: 10-Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K Annually, within 5 days of SEC filing (95 days) YES NO Total amount of Borrower’s cash and investments Amount: $ YES NO Total amount of Borrower’s cash and investments maintained with Bank Amount: $ YES NO DESCRIPTION APPLICABLE Legal Action > $500,000 (Sect. 6.2(iv)) Notify promptly upon notice YES NO
Reporting Covenants Required Complies. Monthly financial statements with Compliance Statement Monthly within 30 days Yes No Annual financial statements (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings, along with reconciliations, detailed debtor report, and general ledger Monthly within 30 days Yes No Borrowing Base Statements Monthly within 7 days Yes No Board approved projections FYE within 60 days and as amended/updated Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) ____________________________________________________________________________
Reporting Covenants Required Complies. Monthly financial statements and Compliance Certificate Monthly within 45 days Yes No Annual financial statement (CPA Audited), if not otherwise publicly available FYE within 120 days Yes No Borrowing Base Certificate and A/R & A/P Agings Monthly within 45 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”)
Reporting Covenants Required Complies. Monthly financial statements and Compliance Certificate Monthly, within 30 days Yes No A/R and A/P Aging Reports Together with monthly financial statements (upon request) Yes No Quarterly financial statements Quarterly, within 45 days (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Annual Projections Annually, within 30 days of fiscal year end or within 5 Business Days of any Board approval of a material update thereto Yes No Annual audited financial statements and any management letters Annually, within 90 days of fiscal year end (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Statements, reports and notices to Subordinated Debt holders Within 5 Business Days of delivery Yes No SEC filings Within 5 Business Days after filing with SEC (deemed delivered by posting to/linking on Borrower Representative’s website) Yes No Legal action notices and updates (claims over $500,000) Promptly Yes No IP report At the end of each calendar quarter Yes No Bank account statements (with transaction detail) Together with monthly financial statements (upon request) or when received Yes No Product related material correspondence, reports, documents and other filings Within 5 Business Days after receipt Yes No 205707600 v10
Reporting Covenants Required Complies. Quarterly financial statements with Compliance Certificate Quarterly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days Yes No 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual financial projections, budget Annually (within 60 days of FYE), and when revised Yes No Other Matters Have there been any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Certificate. Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- TROVAGENE, INC. By: Name: Title: BANK USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ________________________ authorized signer Date: _________________________ Compliance Status:Yes No EXHIBIT D - LOAN PAYMENT/ADVANCE REQUEST FORM Deadline for same day processing is Noon Pacific Time Unless otherwise provided for an Advance bearing interest at LIBOR. Fax To: Date: _____________________ Loan Payment: TROVAGENE, 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 Advance $___________________________ All Borrower’s representations and warranties in the 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 tex...
Reporting Covenants Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statements (CPA Audited) FYE within 150 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Inventory reports Monthly within 30 days Yes No Borrowing Base Reports monthly within 30 days Yes No Board approved projections FYE within 30 days and as amended/updated Yes No Financial Covenant Required Actual Complies Maintain as indicated: Remaining Months Liquidity (at all times, tested monthly) 6x Remaining Months Liquidity $ Yes No The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) XXXXXX MEDICAL CONCEPTS, INC. BANK USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No
