Common use of Reporting Covenants Required Complies Clause in Contracts

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

Reporting Covenants Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statements (CPA Audited) FYE within 150 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Agings, Deferred Revenue reports, and Inventory reports detailed debtor listings (i) Monthly within 30 20 days when on streamline and (ii) weekly when not on streamline Yes No Borrowing Base Reports (i) Weekly when not on streamline and (ii) monthly within 30 20 days when on streamline Yes No Board approved projections FYE within Within 30 days of Board approval and as amendedwithin 5 Business Days of any updates/updated amendments thereto Yes No Financial Covenant Required Actual Complies Maintain as indicated: Remaining Months Liquidity Adjusted Quick Ratio (at all times, tested monthly) 6x Remaining Months Liquidity $ > 1.0:1.0 _____:1.0 Yes No Streamline Applies Required Actual Adjusted Quick Ratio (tested monthly) > 1.10:1.0 _____:1.0 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-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- PUBMATIC, INC. BANK USE ONLY By: Received by: NameBy: AUTHORIZED SIGNER TitleName: Date: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No

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 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 Achieve as indicated: Remaining Months Liquidity (at all times, tested monthly) 6x Remaining Months Liquidity Minimum Revenue $ * $ Yes No *as set forth in Section 6.9(b) 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 NoNo SCHEDULE 1 TO COMPLIANCE CERTIFICATE FINANCIAL COVENANTS OF BORROWER In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. Dated:

Reporting Covenants Required Complies. Monthly financial statements with Compliance Certificate Statement Monthly within 30 days (except for the months ending March 31, June 30, September 30, and December 31) Yes No 10-Q Report Within 45 days of Q1, Q2, and Q3 Yes No Quarterly Compliance Statement Quarterly within 45 days Yes No 10-K Report and Annual financial statements (CPA Audited) FYE within 150 90 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 60 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 statements above: (If no exceptions exist, state “No exceptions to note.”) XXXXXX MEDICAL CONCEPTS_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ EXHIBIT B LOAN PAYMENT/ADVANCE REQUEST FORM Deadline for same day processing is Noon Eastern Time Date: _____________________ Loan Payment: CANDEL THERAPEUTICS, INC. BANK USE ONLY ByFrom Account #________________________________ To Account #__________________________________________ (Deposit Account #) (Loan Account #) Principal $____________________________________ and/or Interest $________________________________________ Authorized Signature: Received byPhone 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 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 and correct 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 noon, Eastern Time Beneficiary Name: AUTHORIZED SIGNER _____________________________ Amount of Wire: $ Beneficiary Bank: ______________________________ Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: ___________________________ 2nd Signature (if required): _______________________________ Print Name/Title: Date______________________________ Print Name/Title: Verified______________________________________ Telephone #: AUTHORIZED SIGNER DateTelephone #: Compliance Status: Yes No_____________________________

Reporting Covenants Required Complies. Monthly financial statements with Compliance Certificate Statement Monthly within 30 days (except for the months ending March 31, June 30, September 30, and December 31) Yes No Quarterly financial statements with Compliance Statement Q1, Q2, and Q3 within 45 days Yes No 10-Q Report Within 45 days of Q1, Q2, and Q3 Yes No 10-K Report and 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 90 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 timesFiled 10-Q, tested monthly) 6x Remaining Months Liquidity $ 10-K and 8-K Within 10 days after filing with SEC 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. Positive Data Event: Has Borrower achieved Positive Data? Yes ______ No ________ N/A _______ The following are the exceptions with respect to the certification statements above: (If no exceptions exist, state “No exceptions to note.”) XXXXXX MEDICAL CONCEPTS_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ EXHIBIT B LOAN PAYMENT/ADVANCE REQUEST FORM Deadline for same day processing is Noon Pacific Time Date: _____________________ Loan Payment: ACHIEVE LIFE SCIENCES, INC. BANK USE ONLY ByFrom Account #________________________________ To Account #__________________________________________ (Deposit Account #) (Loan Account #) Principal $____________________________________ and/or Interest $________________________________________ Authorized Signature: Received byPhone 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 2021 Contingent Convertible Debt 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 and correct 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 noon, Pacific Time Beneficiary Name: AUTHORIZED SIGNER _____________________________ Amount of Wire: $ Beneficiary Bank: ______________________________ Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: ___________________________ 2nd Signature (if required): _______________________________ Print Name/Title: Date______________________________ Print Name/Title: Verified______________________________________ Telephone #: AUTHORIZED SIGNER DateTelephone #: Compliance Status: Yes No_____________________________ "> Exhibit C Form of Disbursement Letter [see attached] DISBURSEMENT LETTER [DATE] The undersigned, being the duly elected and acting [ ] of (a) ACHIEVE LIFE SCIENCES, INC., a Delaware corporation (“Borrower”), does hereby certify to (b) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (c) SILICON VALLEY BANK, a California corporation, as a lender, (d) 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 2021 Contingent Convertible Debt Agreement dated as of [_________], by and among Borrower, Agent and the Lenders from time to time party thereto (the “Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Agreement) that:

Reporting Covenants Required Complies. Monthly financial statements with Compliance Certificate Statement Monthly within 30 days Yes No Quarterly financial statements with Compliance Statement Quarterly within 45 days Yes No Annual financial statements (CPA Audited) FYE within 150 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Inventory reports Monthly within Board-approved projections Earlier of (a) 30 days Yes No Borrowing Base Reports monthly within 30 days Yes No after Board approved projections FYE within 30 days approval or (b) January 31st of each year, and as amended/updated Yes No Financial Covenant Required Actual Complies Maintain as indicated: Remaining Months Liquidity (at all times, tested monthly409(a) 6x Remaining Months Liquidity $ Valuation Report Within 30 days of completion Yes No The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of Intellectual Property was registered after the date of this Certificate. Effective Date (if no registrations, state “None”) The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) XXXXXX MEDICAL CONCEPTS_____________________________________________________________________________________________ EXHIBIT C LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: LOAN PAYMENT: SAVAGE RIVER, INC. BANK USE ONLY ByFrom Account # To Account # (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Received byPhone 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 Loan and Security Agreement (Term Loan) 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 an d 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 noon, Pacific Time Beneficiary Name: AUTHORIZED SIGNER Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: DatePrint Name/Title: VerifiedTelephone #: AUTHORIZED SIGNER Date: Compliance Status: Yes NoTelephone #