Common use of Reporting Covenants Required Complies Clause in Contracts

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 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 noon, Pacific Time Beneficiary Name: _____________________________ 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: ______________________________ Print Name/Title: ______________________________________________ Telephone #: Telephone #: SCHEDULE 1 - FORM OF LOAN AGREEMENT SUPPLEMENT LOAN AGREEMENT SUPPLEMENT No. [ ] LOAN AGREEMENT SUPPLEMENT No. [ ], dated _______________, 20____ (“Loan Supplement”), to the Loan and Security Agreement dated as of November 17, 2015 (as amended, restated, or otherwise modified from time to time, the “Loan Agreement) by and between the undersigned TROVAGENE, INC. (“Borrower”) and Silicon Valley Bank (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained in the Loan Agreement, Borrower grants Bank, a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) is attached hereto. The proceeds of the Equipment Advance should be transferred to Borrower’s account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: [...***...] Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the interest rate applicable to the Funding Date of the Equipment Advance contemplated in connection with this Supplement and the principal amount set forth below; (b) the representations and warranties made by Borrower in the Loan Agreement are true and correct on the date hereof and shall be true and correct on such Funding Date. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Equipment Advance Funding Date: _____________, 20____ Equipment Advance Amount: $____________ Interest Rate: ______% This Supplement is delivered as of this day and year first above written. SILICON VALLEY BANK By: ____________________________________ Name: Title: TROVAGENE, INC. By: __________________________________ Name: Title:

Appears in 1 contract

Samples: Loan and Security Agreement (Trovagene, Inc.)

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Reporting Covenants Required Complies. Monthly financial statements with Compliance 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 Certificate Quarterly Statement Q1, Q2, and Q3 within 30 45 days Yes No 10-Q Report Within 45 days of Q1, Q2, and Q3 Yes No 10-K Report and Annual financial statement statements (CPA Audited) + XX XXX FYE within 180 90 days Yes No 10‑QBoard approved projections FYE within 30 days and as amended/updated Yes No Filed 10-Q, 10‑K 10-K and 8-K Within 5 10 days after filing with SEC Yes No Annual financial projections, budget Annually (within 60 days of FYE), and when revised Positive Data Event: Has Borrower achieved Positive Data? 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 ________ N/A _______ The following are the exceptions with respect to the certification statements 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 - B 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: TROVAGENEACHIEVE LIFE SCIENCES, 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 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 noon, Pacific Time Beneficiary Name: _____________________________ 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: ______________________________ Print Name/Title: ______________________________________________ Telephone #: Telephone #: SCHEDULE 1 - FORM OF LOAN AGREEMENT SUPPLEMENT LOAN AGREEMENT SUPPLEMENT No. [ ] LOAN AGREEMENT SUPPLEMENT No. [ ], dated _______________, 20____ (“Loan Supplement”), to the Loan and Security Agreement dated as of November 17, 2015 (as amended, restated, or otherwise modified from time to time, the “Loan Agreement) by and between the undersigned TROVAGENE, INC. (“Borrower”) and Silicon Valley Bank (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained in the Loan Agreement, Borrower grants Bank, a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) is attached hereto. The proceeds of the Equipment Advance should be transferred to Borrower’s account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: [...***...] Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the interest rate applicable to the Funding Date of the Equipment Advance contemplated in connection with this Supplement and the principal amount set forth below; (b) the representations and warranties made by Borrower in the Loan Agreement are true and correct on the date hereof and shall be true and correct on such Funding Date. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Equipment Advance Funding Date: _____________, 20____ Equipment Advance Amount: $____________ Interest Rate: ______% This Supplement is delivered as of this day and year first above written. SILICON VALLEY BANK By: ____________________________________ Name: Title: TROVAGENE, INC. By: __________________________________ Name: Title:

Appears in 1 contract

Samples: 2023 Contingent Convertible Debt Agreement (Achieve Life Sciences, Inc.)

Reporting Covenants Required Complies. Quarterly Monthly financial statements with Compliance Certificate Quarterly Monthly within 30 days Yes No Annual financial statement (CPA AuditedReviewed) + XX XXX within 180 120 days Yes No 10‑Q10-Q, 10‑K 10-K and 8-K Within 5 days after filing with SEC Yes No Clinical Status and Regulatory Updates Quarterly within 30 days Yes No Annual financial projections, budget Annually (Operating Budget FYE within 60 days of FYE)45 days, and when revised as updated/amended Yes No Other Matters Have there been any amendments of or other material 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.”) -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- TROVAGENEMIRAGEN THERAPEUTICS, INC. By: Name: Title: BANK USE ONLY Received by: _____________________ authorized signer By: AUTHORIZED SIGNER Name: Date: _________________________ Title: Verified: ________________________ authorized signer AUTHORIZED SIGNER Date: _________________________ Compliance Status:: Yes No EXHIBIT D - C – LOAN PAYMENT/ADVANCE REQUEST FORM Deadline for same day processing is Noon Pacific Time Unless otherwise provided for an Advance bearing interest at LIBOR. DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: _____________________ Loan PaymentLOAN PAYMENT: TROVAGENEmiRagen Therapeutics, INC. Inc. From Account #________________________________ To Account #__________________________________________________ (Deposit Account #) (Loan Account #) Principal $____________________________________ and/or Interest $________________________________________________ Authorized Signature: Phone Number: ____________________________________________ Print Name/Title: Loan AdvanceLOAN 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 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 RequestOUTGOING 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: ________________________________ 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: ______________________________ Print Name/Title: ______________________________________________ Telephone #: Telephone #: SCHEDULE 1 - FORM OF LOAN AGREEMENT SUPPLEMENT LOAN AGREEMENT SUPPLEMENT No. [ ] LOAN AGREEMENT SUPPLEMENT No. [ ], dated :_______________, 20____ (“Loan Supplement”), to the Loan and Security Agreement dated as of November 17, 2015 (as amended, restated, or otherwise modified from time to time, the “Loan Agreement) by and between the undersigned TROVAGENE, INC. (“Borrower”) and Silicon Valley Bank (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained in the Loan Agreement, Borrower grants Bank, a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) is attached hereto. The proceeds of the Equipment Advance should be transferred to Borrower’s account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: [...***...] Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the interest rate applicable to the Funding Date of the Equipment Advance contemplated in connection with this Supplement and the principal amount set forth below; (b) the representations and warranties made by Borrower in the Loan Agreement are true and correct on the date hereof and shall be true and correct on such Funding Date. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Equipment Advance Funding Date: _____________, 20____ Equipment Advance Amount: $____________ Interest Rate: ______% This Supplement is delivered as of this day and year first above written. SILICON VALLEY BANK By: Telephone #:____________________________________ Name: Title: TROVAGENE, INC. By: __________________________________ Name: Title:

Appears in 1 contract

Samples: Loan and Security Agreement (Signal Genetics, Inc.)

Reporting Covenants Required Complies. Quarterly Monthly financial statements with Compliance Certificate Quarterly Monthly within 30 40 days Yes No Annual financial statement (CPA Audited) + XX XXX FYE within 180 days Yes No Filed 10‑Q, 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual 10-Q Report, 10-K Report, and annual financial projections, budget Annually (statement Within 45 days of quarter end for 10-Q; FYE within 90 days for 10-K; and FYE within 90 days for annual financial statements Yes No Board-Approved Projections FYE within 60 days of FYE), and when revised promptly following changes 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--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- AXSOME THERAPEUTICS, INC. By: Name: Title: BANK AGENT USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ________________________ authorized signer Date: _________________________ Compliance Status:Yes No EXHIBIT D - C LOAN PAYMENT/ADVANCE REQUEST FORM Deadline for same day processing is Noon Pacific Eastern Time Unless otherwise provided for an Advance bearing interest at LIBOR. Fax To: Date: _____________________ Loan Payment: TROVAGENEAXSOME THERAPEUTICS, 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 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 noon, Pacific Time Beneficiary Name: _____________________________ 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: ______________________________ Print Name/Title: ______________________________________________ Telephone #: Telephone #: SCHEDULE 1 - FORM OF LOAN AGREEMENT SUPPLEMENT LOAN AGREEMENT SUPPLEMENT No. [ ] LOAN AGREEMENT SUPPLEMENT No. [ ], dated _______________, 20____ (“Loan Supplement”), to the Loan and Security Agreement dated as of November 17, 2015 (as amended, restated, or otherwise modified from time to time, the “Loan Agreement) by and between the undersigned TROVAGENE, INC. (“Borrower”) and Silicon Valley Bank (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained in the Loan Agreement, Borrower grants Bank, a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) is attached hereto. The proceeds of the Equipment Advance should be transferred to Borrower’s account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: [...***...] Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the interest rate applicable to the Funding Date of the Equipment Advance contemplated in connection with this Supplement and the principal amount set forth below; (b) the representations and warranties made by Borrower in the Loan Agreement are true and correct on the date hereof and shall be true and correct on such Funding Date. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Equipment Advance Funding Date: _____________, 20____ Equipment Advance Amount: $____________ Interest Rate: ______% This Supplement is delivered as of this day and year first above written. SILICON VALLEY BANK By: ____________________________________ Name: Title: TROVAGENE, INC. By: __________________________________ Name: Title:

Appears in 1 contract

Samples: Loan and Security Agreement (Axsome Therapeutics, Inc.)

Reporting Covenants Required Complies. Quarterly bank account statements Quarterly within 45 days Yes No Quarterly financial statements with Compliance Certificate Statement Quarterly within 30 45 days (90 days for Q4) Yes No Annual financial statement statements (CPA Audited) + XX XXX FYE within 180 days Yes No 10‑Q10-Q, 10‑K 10-K and 8-K Within 5 days Business Days after filing with SEC Yes No Annual financial projections, Board approved budget Annually and projections FYE within 30 days and within 10 Business Days as amended/updated Yes No Assets at Subsidiaries Aggregate value of assets held by UK Subsidiary (within 60 days $100,000)Aggregate value of FYE), and when revised assets at Irish Subsidiary ($100,000) Yes No Other Matters Have there been any material 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 CertificateStatement. Yes No The following are the exceptions with respect to the certification statements 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 -------------------------------------------------------------------------------------------------------------------------------------------- WEST\295152977.6 253576801 v8 EXHIBIT D - B 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: TROVAGENEZIOPHARM ONCOLOGY, 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 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 noon, Pacific Time Beneficiary Name: _____________________________ 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). WEST\295152977.6 253576801 v8 Authorized Signature: ___________________________ 2nd Signature (if required): _______________________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________________ Telephone #: Telephone #: SCHEDULE 1 - FORM OF LOAN AGREEMENT SUPPLEMENT LOAN AGREEMENT SUPPLEMENT No. [ ] LOAN AGREEMENT SUPPLEMENT No. [ ], dated _______________, 20____ (“Loan Supplement”), to the Loan and Security Agreement dated as of November 17, 2015 (as amended, restated, or otherwise modified from time to time, the “Loan Agreement) by and between the undersigned TROVAGENE, INC. (“Borrower”) and Silicon Valley Bank (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained in the Loan Agreement, Borrower grants Bank, a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) is attached hereto. The proceeds of the Equipment Advance should be transferred to Borrower’s account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: [...***...] Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the interest rate applicable to the Funding Date of the Equipment Advance contemplated in connection with this Supplement and the principal amount set forth below; (b) the representations and warranties made by Borrower in the Loan Agreement are true and correct on the date hereof and shall be true and correct on such Funding Date. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Equipment Advance Funding Date: _____________, 20____ Equipment Advance Amount: $____________ Interest Rate: ______% This Supplement is delivered as of this day and year first above written. SILICON VALLEY BANK By: ____________________________________ Name: Title: TROVAGENE, INC. By: _________________________WEST\295152977.6 253576801 v8 EXHIBIT C Form of Disbursement Letter [see attached] 56 WEST\295152977.6 253576801 v8 DISBURSEMENT LETTER _________ Name: Title__, 20__ The undersigned, being the Authorized Signer of ZIOPHARM ONCOLOGY, 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) SVB, as a lender, (c) SVB INNOVATION CREDIT FUND VIII, L.P., a Delaware limited partnership (“SVB Capital”), as a lender (SVB and SVB Capital 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 August 6, 2021, 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

Samples: Loan and Security Agreement (Ziopharm Oncology Inc)

Reporting Covenants Required Complies. Quarterly Monthly financial statements with Compliance Certificate Quarterly Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 210 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 projections Within 60 days of FYE), and when revised FYE 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 [Continued on Next Page] The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No exceptions to note.") -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- TROVAGENEENVISION SOLAR INTERNATIONAL, INC. ENVISION SOLAR CONSTRUCTION, 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: TROVAGENEENVISION SOLAR INTERNATIONAL, INC. and ENVISION SOLAR CONSTRUCTION, 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 '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, 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 noon, Pacific Time Beneficiary Name: _____________________________ 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: ______________________________ Print Name/Title: ______________________________________________ Telephone #: Telephone #: SCHEDULE 1 - FORM OF LOAN AGREEMENT SUPPLEMENT LOAN AGREEMENT SUPPLEMENT No. [ ] LOAN AGREEMENT SUPPLEMENT No. [ ], dated _______________, 20____ (“Loan Supplement”), to the Loan and Security Agreement dated as of November 17, 2015 (as amended, restated, or otherwise modified from time to time, the “Loan Agreement) by and between the undersigned TROVAGENE, INC. (“Borrower”) and Silicon Valley Bank (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained in the Loan Agreement, Borrower grants Bank, a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) is attached hereto. The proceeds of the Equipment Advance should be transferred to Borrower’s account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: [...***...] Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the interest rate applicable to the Funding Date of the Equipment Advance contemplated in connection with this Supplement and the principal amount set forth below; (b) the representations and warranties made by Borrower in the Loan Agreement are true and correct on the date hereof and shall be true and correct on such Funding Date. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Equipment Advance Funding Date: _____________, 20____ Equipment Advance Amount: $____________ Interest Rate: ______% This Supplement is delivered as of this day and year first above written. SILICON VALLEY BANK By: ____________________________________ Name: Title: TROVAGENE, INC. By: __________________________________ Name: Title:

Appears in 1 contract

Samples: Loan and Security Agreement (Envision Solar International, Inc.)

Reporting Covenants Required Complies. Quarterly Monthly financial statements with Compliance Certificate Quarterly Monthly within 30 days Yes No Monthly account statements from other financial institutions Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days Yes No 10‑Q10-Q, 10‑K 10-K and 8-K Within 5 days after filing with SEC Yes No Annual Board-approved financial projections, budget Annually (projections FYE within 60 45 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-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- RESPONSE BIOMEDICAL CORP. By: Name: Title: BANK USE ONLY Received by: _______________________________________ authorized signer By: _____________________________________________ AUTHORIZED SIGNER Name: ___________________________________________ Date: _____________________________________________ Title: ____________________________________________ 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: AUTHORIZED SIGNER 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 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 noon, Pacific Time Beneficiary Name: _____________________________ 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: ______________________________ Print Name/Title: ______________________________________________ Telephone #Compliance Status: Telephone #Yes No EXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME* EXHIBIT C BORROWING RESOLUTIONS CORPORATE BORROWING CERTIFICATE Borrower: SCHEDULE 1 - FORM OF LOAN AGREEMENT SUPPLEMENT LOAN AGREEMENT SUPPLEMENT NoRESPONSE BIOMEDICAL CORP. [ ] LOAN AGREEMENT SUPPLEMENT No. [ ], dated _____________Date: February __, 20____ (“Loan Supplement”), to the Loan and Security Agreement dated as of November 17, 2015 (as amended, restated, or otherwise modified from time to time, the “Loan Agreement) by and between the undersigned TROVAGENE, INC. (“Borrower”) and Silicon Valley Bank (“2014 Bank”). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained in the Loan Agreement, Borrower grants Bank, a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) is attached hereto. The proceeds of the Equipment Advance should be transferred to Borrower’s account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: [...***...] Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the interest rate applicable to the Funding Date of the Equipment Advance contemplated in connection with this Supplement and the principal amount set forth below; (b) the representations and warranties made by Borrower in the Loan Agreement are true and correct on the date hereof and shall be true and correct on such Funding Date. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Equipment Advance Funding Date: _____________, 20____ Equipment Advance Amount: $____________ Interest Rate: ______% This Supplement is delivered as of this day and year first above written. SILICON VALLEY BANK By: ____________________________________ Name: Title: TROVAGENEI hereby certify as follows, INC. By: __________________________________ Name: Titleas of the date set forth above:

Appears in 1 contract

Samples: Loan Agreement (Response Biomedical Corp)

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Reporting Covenants Required Complies. Quarterly financial statements with Compliance Certificate Statement Quarterly within 30 45 days Yes No 10-Q Report Within 45 days of Q1, Q2, and Q3 10-K Report and Annual financial statement statements (CPA Audited) + XX XXX FYE within 180 90 days Yes No 10‑QFiled 10-Q, 10‑K 10-K and 8-K Within 5 days Promptly after filing with SEC Yes No Annual financial projections, budget Annually (Board approved projections FYE within 60 90 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. as amended/updated Yes No The following are the exceptions with respect to the certification statements above: (If no exceptions exist, state “No exceptions to note.”) -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- TROVAGENE, INC. By: Name: Title: BANK USE ONLY Received by: _____________________ authorized signer EXHIBIT B LOAN PAYMENT/ADVANCE REQUEST FORM Deadline for same day processing is Noon Eastern Time 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. CELSION CORPORATION From Account #__________________________________ To Account Account#__________________________________________________ (Deposit Account #) (Loan Account #) Principal $______________________________________ and/or Interest $______________Interest$__________________________________ 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 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 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 true and complete 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 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.): __________ (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: ______________________________ Print Name/Title: :_______________________________ Telephone #: _________________________________ Telephone #: Telephone #: SCHEDULE 1 - FORM OF LOAN AGREEMENT SUPPLEMENT LOAN AGREEMENT SUPPLEMENT No. [ ] LOAN AGREEMENT SUPPLEMENT No. [ ], dated _______________, 20____ (“Loan Supplement”), to the Loan and Security Agreement dated as of November 17, 2015 (as amended, restated, or otherwise modified from time to time, the “Loan Agreement) by and between the undersigned TROVAGENE, INC. (“Borrower”) and Silicon Valley Bank (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained in the Loan Agreement, Borrower grants Bank, a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) is attached hereto. The proceeds of the Equipment Advance should be transferred to Borrower’s account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: [...***...] Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the interest rate applicable to the Funding Date of the Equipment Advance contemplated in connection with this Supplement and the principal amount set forth below; (b) the representations and warranties made by Borrower in the Loan Agreement are true and correct on the date hereof and shall be true and correct on such Funding Date. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Equipment Advance Funding Date: _____________, 20____ Equipment Advance Amount: $____________ Interest Rate: ______% This Supplement is delivered as of this day and year first above written. SILICON VALLEY BANK By: ____________________________________ Name: Title: TROVAGENE, INC. By: __________________________________ Name: Title:

Appears in 1 contract

Samples: Loan and Security Agreement (Imunon, Inc.)

Reporting Covenants Required Complies. Quarterly Monthly financial statements with Compliance Certificate Quarterly Monthly within 30 days Yes No Monthly account statements from other financial institutions Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days Yes No 10‑Q10-Q, 10‑K 10-K and 8-K Within 5 days after filing with SEC Yes No Annual Board-approved financial projections, budget Annually (projections FYE within 60 45 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, INCRESPONSE BIOMEDICAL CORP. 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 #By:_______________________________________________ AUTHORIZED SIGNER Name:_____________________________________________ Date:_____________________________________________________ (Deposit Account #) (Loan Account #) Principal $____________________________________ and/or Interest $__Title:______________________________________________ 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 #Verified:________________________________ To Account #__________________________________________________ (Loan Account #) (Deposit Account #) Amount of Advance $AUTHORIZED SIGNER Date:___________________________ 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, 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 noon, Pacific Time Beneficiary Name: _____________________________ 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: ______________________________ Print Name/Title: ______________________________________________ Telephone #Compliance Status: Telephone #Yes No EXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME* Fax To: SCHEDULE 1 - FORM OF LOAN AGREEMENT SUPPLEMENT LOAN AGREEMENT SUPPLEMENT No. [ ] LOAN AGREEMENT SUPPLEMENT No. [ ], dated _______________, 20____ (“Loan Supplement”), to the Loan and Security Agreement dated as of November 17, 2015 (as amended, restated, or otherwise modified from time to time, the “Loan Agreement) by and between the undersigned TROVAGENE, INC. (“Borrower”) and Silicon Valley Bank (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained in the Loan Agreement, Borrower grants Bank, a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) is attached hereto. The proceeds of the Equipment Advance should be transferred to Borrower’s account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: [...***...] Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the interest rate applicable to the Funding Date of the Equipment Advance contemplated in connection with this Supplement and the principal amount set forth below; (b) the representations and warranties made by Borrower in the Loan Agreement are true and correct on the date hereof and shall be true and correct on such Funding Date. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Equipment Advance Funding Date: _____________, 20____ Equipment Advance Amount: $____________ Interest Rate: ______% This Supplement is delivered as of this day and year first above written. SILICON VALLEY BANK By: ____________________________________ LOAN PAYMENT: RESPONSE BIOMEDICAL CORP. From Account # To Account # (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name: /Title: TROVAGENE, INC. By: __________________________________ Name: TitleLOAN ADVANCE:

Appears in 1 contract

Samples: Loan Agreement (Response Biomedical Corp)

Reporting Covenants Required Complies. Quarterly financial statements with Compliance Certificate Quarterly Company Prepared Monthly F/S Monthly, within 30 days Yes No Annual financial statement (YES NO Compliance Certificate Monthly, within 30 days YES NO CPA Audited) + XX XXX , Unqualified F/S Annually, within 180 days Yes No 10‑Qof FYE1 YES NO Annual Business Plan (on a monthly basis, 10‑K and 8incl. operating budget) Annually, within 30 days of board approval YES NO Audit annual YES NO If Public: 10-Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K Within Annually, within 5 days after of SEC filing with SEC Yes No Annual financial projections, budget Annually (within 60 days 95 days) YES NO Total amount of FYE), Borrower’s cash 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 aboveinvestments Amount: (If no exceptions exist, state “No exceptions to note.”) -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- TROVAGENE, INC. By: Name: Title: BANK USE ONLY Received by: _____________________ authorized signer Date: ___$______________________ VerifiedYES NO Total amount of Borrower’s cash and investments maintained with Bank Amount: __$______________________ authorized signer Date: ______________YES NO DESCRIPTION APPLICABLE Legal Action > $150,000 Notify promptly upon notice___________ 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: __________YES NO Inventory Disputes > $100,000 Notify promptly upon notice___________ Loan Payment: TROVAGENE, INC. From Account #_____________________YES NO Mergers & Acquisitions > $100,000 Notify promptly upon notice___________ To Account #_______________________________________YES NO Cross default with other agreements >$100,000 Notify promptly upon notice___________ (Deposit Account #) (Loan Account #) Principal YES NO Judgment > $_________________________150,000 Notify promptly upon notice___________ and/or Interest YES NO 1 Other than for FYE 2016, within 210 days of FYE. OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases <$_____________________________________200,000 ___________ 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 YES NO Permitted Investments for an outgoing wire. From Account #_____________________stock repurchase <$200,000 ___________ To Account #_______________________________________YES NO Permitted Investments for subsidiaries <$200,000 ___________ (Loan Account #) (Deposit Account #) Amount of Advance YES NO Permitted Investments for employee loans <$________________200,000 ___________ 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 YES NO Permitted Investments 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 noon, Pacific Time Beneficiary Name: __________________joint ventures <$200,000 ___________ Amount of Wire: $ Beneficiary Bank: ___________________YES NO Permitted Liens for equipment leases <$200,000 ___________ 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: ________________YES NO Permitted Transfers <$200,000 ___________ 2nd Signature (if required): _______________________________________ Print Name/TitleYES NO Please Enter Below Comments Regarding Violations: ______________________________ Print Name/Title: ______________________________________________ Telephone #: Telephone #: SCHEDULE 1 - FORM OF LOAN AGREEMENT SUPPLEMENT LOAN AGREEMENT SUPPLEMENT No. [ ] LOAN AGREEMENT SUPPLEMENT No. [ ], dated _______________, 20____ (“Loan Supplement”), to the Loan and Security Agreement dated as of November 17, 2015 (as amended, restated, or otherwise modified from The Officer further acknowledges that at any time to time, the “Loan Agreement) by and between the undersigned TROVAGENE, INC. (“Borrower”) and Silicon Valley Bank (“Bank”). Capitalized terms used herein but Borrower is not otherwise defined herein are used in compliance with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained set forth in the Loan Agreement, Borrower grants Bankincluding, a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) is attached hereto. The proceeds of the Equipment Advance should be transferred to Borrower’s account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: [...***...] Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and recordswithout limitation, the interest rate applicable to the Funding Date of the Equipment Advance contemplated in connection with this Supplement and the principal amount set forth below; (b) the representations and warranties made by Borrower in the Loan Agreement are true and correct on the date hereof and shall financial covenants, no credit extensions will be true and correct on such Funding Datemade. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterpartsVery truly yours, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Equipment Advance Funding Date: _____________, 20____ Equipment Advance Amount: $____________ Interest Rate: ______% This Supplement is delivered as of this day and year first above written. SILICON VALLEY BANK By: ____________________________________ Authorized Signer Name: Title: TROVAGENECORPORATION RESOLUTIONS AND INCUMBENCY CERTIFICATION AUTHORITY TO PROCURE LOANS I certify that I am the duly elected and qualified Secretary of Augmedix, INCInc. (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. ByCopy of Resolutions: __________________________________ Name: TitleBe it Resolved, that:

Appears in 1 contract

Samples: Loan and Security Agreement (Augmedix, Inc.)

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