SUPPLEMENT to the Loan and Security Agreement dated as of November 4, 2025 among MYOMO, INC. (“Borrower”) and AVENUE CAPITAL MANAGEMENT II, L.P., a Delaware limited partnership, as administrative agent and collateral agent (in such capacity “Agent”)...
CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED BECASUE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED PORTIONS ARE MARKED WITH "*****" IN THIS EXHIBIT.
Exhibit 10.2
SUPPLEMENT
to the
Loan and Security Agreement dated as of November 4, 2025 among
MYOMO, INC.
(“Borrower”)
and
AVENUE CAPITAL MANAGEMENT II, L.P.,
a Delaware limited partnership,
as administrative agent and collateral agent (in such capacity “Agent”) and
AVENUE VENTURE OPPORTUNITIES FUND, ▇.▇. ▇▇,
a Delaware limited partnership (“Avenue 2”), as a lender (in such capacity, together with each other lender from time to time party hereto, a “Lender” and collectively, the “Lenders”)
This is a Supplement identified in the document entitled Loan and Security Agreement, dated as of November 4, 2025 (as amended, restated, supplemented and modified from time to time, the “Loan and Security Agreement”), by and among ▇▇▇▇▇▇▇▇, Lenders and Agent. All capitalized terms used in this Supplement and not otherwise defined in this Supplement have the meanings ascribed to them in Article 10 of the Loan and Security Agreement, which is incorporated in its entirety into this Supplement. In the event of any inconsistency between the provisions of the Loan and Security Agreement and this Supplement, this Supplement is controlling.
In addition to the provisions of the Loan and Security Agreement, the parties agree as follows:
Part 1 - Additional Definitions:
“Amortization Period” means the period commencing on the first day of the first full calendar month following the Interest-only Period and continuing until the Maturity Date.
“Commitment” means, subject to the terms and conditions set forth in the Loan and Security Agreement and this Supplement, Avenue 2’s commitment to make Growth Capital Loans to Borrower in an aggregate principal amount of Seventeen Million Five Hundred Thousand Dollars comprised of (a) a tranche of term loans in an aggregate original principal amount of Twelve Million Five Hundred Thousand Dollars ($12,500,000) (“Tranche 1”) to be funded on the Closing Date plus (b) a tranche of term loans in an aggregate original principal amount of Five Million Dollars ($5,000,000) to be funded at any time between November 4, 2026 and May 4, 2027, subject to the conditions in Section 2(i) of Part 2 (“Tranche 2”).
“Designated Rate” means, for each Growth Capital Loan, a variable rate of interest per annum equal to the greater of (A) the Prime Rate plus four and three quarters percent (4.75%) and (B) eleven and three quarters percent (11.75%). Changes to the Designated Rate based on changes to the Prime Rate shall be effective as of the next scheduled interest payment date immediately following such change.
“Final Payment” means a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued interest) equal to three and one quarter percent (3.25%) of the original Commitment amount of Seventeen Million Five Hundred Thousand Dollars ($17,500,000).
“Growth Capital Loan” means any Loan requested by Borrower and funded by a Lender under its Commitment for (a) on the Closing Date, the repayment of certain Indebtedness of Borrower to Silicon Valley Bank and related fees and expenses and (b) on and after the Closing Date, general corporate purposes of Borrower.
“Interest-only Period” means the period commencing on the Closing Date and continuing until the eighteen (18) month anniversary of the Closing Date; provided, however, that such period shall be extended for six (6) months if the funding of Tranche 2 has occurred; provided, further, that the Interest-only Period shall not exceed twenty- four (24) months from the Closing Date; provided, further, however, that no extension of the Interest-only Period shall be available if as of the date of extension an Event of Default shall have occurred and be continuing.
“Loan” or “Loans” mean, as the context may require, individually a Growth Capital Loan, and collectively, the Growth Capital Loans.
“Loan Commencement Date” means, with respect to each Growth Capital Loan: (a) the first day of the first full calendar month following the Borrowing Date of such Loan if such Borrowing Date is not the first day of a month; or (b) the same day as the Borrowing Date if the Borrowing Date is the first day of a month.
“Maturity Date” means June 1, 2029.
“Prepayment Fee” means, with respect to any prepayment of the Loans:
“Prime Rate” is the rate of interest per annum from time to time published in the money rates section of The Wall Street Journal or any successor publication thereto as the “prime rate” then in effect; provided that, in the event such rate of interest is less than zero, such rate shall be deemed to be zero for purposes of this Supplement; and provided further that if such rate of interest, as set forth from time to time in the money rates section of The Wall Street Journal, becomes unavailable for any reason as determined by Agent, the “Prime Rate” shall mean the rate of interest per annum announced by ▇▇▇▇▇ Fargo Bank as its prime rate in effect at its principal office in the State of California (such announced Prime Rate not being intended to be the lowest rate of interest charged by such institution in connection with extensions of credit to debtors); provided that, in the event such rate of interest is less than zero, such rate shall be deemed to be zero for purposes of this Supplement.
“Principal Trading Market” means the principal trading market for the Borrower’s Common Stock. The “Principal Trading Market” for the Common Stock is the NYSE American.
“Revenue” means, as of any date of determination, Borrower’s product revenue determined in accordance with GAAP, which, in the interest of clarity, shall not include any product revenue derived from licensing milestones except license revenue recorded under its existing Chinese joint venture.
“Termination Date” means the earlier of: (i) the date Lender may terminate making Growth Capital Loans or extending other credit pursuant to the rights of Lender under Article 7 of the Loan and Security Agreement; and (ii) December 31, 2027.
“Threshold Amount” means Five Hundred Thousand Dollars ($500,000).
“Trading Day” means a day when the NYSE American is open for trading in shares of the Common Stock.
“Warrant” is defined in Part 2, Section 5(a) hereof.
Part 2 - Additional Terms, Covenants and Conditions:
1 1% of $17.5MM Commitment = $175,000.
Institution Name: |
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Address: |
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Part 3 - Additional Representations:
Borrower represents and warrants that as of the Closing Date and, subject to any written updates of the information set forth below by Borrower to Agent, each Borrowing Date:
Part 4 - Additional Loan Documents:
Form of Promissory Note |
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Exhibit “A” |
Form of Borrowing Request |
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Exhibit “B” |
Form of Compliance Certificate |
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Exhibit “C” |
[Remainder of this page intentionally left blank; signature page follows]
[Signature page to Supplement to Loan and Security Agreement]
IN WITNESS WHEREOF, the parties have executed this Supplement as of the date first above written.
BORROWER: |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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Address for Notices: |
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▇▇ ▇▇▇▇ ▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇ |
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Burlington, MA 01803 |
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Attn: |
Chief Financial Officer |
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Email: |
▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇.▇▇▇
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[Signature page to Supplement to Loan and Security Agreement]
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AGENT: |
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AVENUE CAPITAL MANAGEMENT II, L.P. |
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By: |
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Avenue Capital Management II GenPar, LLC |
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Its: |
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General Patner |
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Member |
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Address for Notices: |
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ |
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Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Senior Managing Director; ▇▇▇▇ ▇▇▇▇▇▇, Senior Portfolio Manager; ▇▇▇▇ ▇▇▇▇▇▇, Managing Director |
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Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Phone# ▇▇▇-▇▇▇-▇▇▇▇ |
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LENDER: |
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AVENUE VENTURE OPPORTUNITIES FUND II, L.P. |
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By: |
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Avenue Venture Opportunities Partners II, LLC |
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Its: |
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General Partner |
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By: |
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
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▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
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Authorized Signatory |
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Address for Notices: |
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ |
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Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Senior Managing Director; ▇▇▇▇ ▇▇▇▇▇▇, Senior Portfolio Manager; ▇▇▇▇ ▇▇▇▇▇▇, Managing Director |
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Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Phone# ▇▇▇-▇▇▇-▇▇▇▇ |
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Schedule I
Deposit Accounts
Institution Name: |
******** |
********** |
********* |
********* |
*********** |
********** |
********** |
******** |
Address: |
********* |
********** |
********* |
********* |
********** |
********** |
*********** |
******** |
ABA No.: |
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Contact Name: |
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E-mail: |
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Account Title: |
********* |
********** |
********* |
********** |
********** |
*********** |
*********** |
********* |
Account No.: |
********* |
********** |
********* |
********** |
*********** |
*********** |
*********** |
********* |
EXHIBIT “A”
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES AS DEFINED BY SECTION 1273(A)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE ISSUE PRICE, AMOUNT OF OID AND YIELD TO MATURITY OF THE NOTE MAY BE OBTAINED BY WRITING TO THE BORROWER AT ITS ADDRESS, ▇▇ ▇▇▇▇ ▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇. 01803, ATTENTION: ▇▇▇▇▇ ▇▇▇▇▇, AT ITS TELEPHONE NUMBER: (▇▇▇) ▇▇▇-▇▇▇▇,OR BY EMAIL: ▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇.▇▇▇.
FORM OF PROMISSORY NOTE
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Note No. X-XXX |
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$[_____] |
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November [•], 2025 |
The undersigned (“Borrower”) promises to pay to AVENUE VENTURE OPPORTUNITIES FUND II, L.P., a Delaware limited partnership (“Lender”), at such place as Lender may designate in writing, in lawful money of the United States of America, the principal sum of ______ Dollars ($______), with interest thereon from the date hereof until maturity, whether scheduled or accelerated, at a variable rate per annum equal to the greater of (A) the Prime Rate plus four and three quarters percent (4.75%) and (B) eleven and three quarters percent (11.75%) (the “Designated Rate”), according to the payment schedule described herein, except as otherwise provided herein. In addition, on the Maturity Date, the Borrower promises to pay to Lender (i) all principal and accrued interest then remaining unpaid and (ii) the Final Payment (as defined in the Loan Agreement (as defined herein)).
This Note is one of the Notes referred to in, and is entitled to all the benefits of, a Loan and Security Agreement, dated as of November 4, 2025, among Borrower, Lender, the other lender party thereto and Agent (as the same has been and may be amended, restated or supplemented from time to time, the “Loan Agreement”). Each capitalized term not otherwise defined herein shall have the meaning set forth in the Loan Agreement. The Loan Agreement contains provisions for the acceleration of the maturity of this Note upon the happening of certain stated events.
Principal of and interest on this Note shall be payable as provided under Section 3 of Part 2 of the Supplement to the Loan Agreement.
This Note may be prepaid only as permitted under Section 3 of Part 2 of the Supplement to the Loan Agreement.
Any unpaid payments of principal or interest on this Note shall bear interest from their respective maturities, whether scheduled or accelerated, at a rate per annum equal to the Default Rate, compounded monthly. Borrower shall pay such interest on demand.
Interest, charges and fees shall be calculated for actual days elapsed on the basis of a 360-day year, which results in higher interest, charge or fee payments than if a 365-day year were used. In no event shall Borrower be obligated to pay interest, charges or fees at a rate in excess of the highest rate permitted by applicable law from time to time in effect.
[If Borrower is late in making any scheduled payment under this Note by more than five (5) days, ▇▇▇▇▇▇▇▇ agrees to pay a “late charge” of five percent (5%) of the installment due, but not less than fifty dollars ($50) for any one such delinquent payment. This late charge may be charged by ▇▇▇▇▇▇ for the purpose of defraying the expenses incidental to the handling of such delinquent amounts. Borrower acknowledges that such late charge represents a reasonable sum considering all of the circumstances existing on the date of this Note and represents a fair and reasonable estimate of the costs that will be sustained by ▇▇▇▇▇▇ due to the failure of Borrower to make timely payments. Borrower further
agrees that proof of actual damages would be costly and inconvenient. Such late charge shall be paid without prejudice to the right of Lender to collect any other amounts provided to be paid or to declare a default under this Note or any of the other Loan Documents or from exercising any other rights and remedies of Lender.]
[Signature page to Promissory Note]
This Note shall be governed by, and construed in accordance with, the laws of the State of California, excluding those laws that direct the application of the laws of another jurisdiction.
▇▇▇▇▇▇▇▇’s execution and delivery of this Note via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) shall constitute effective execution and delivery of this Note and agreement to and acceptance of the terms hereof for all purposes. The fact that this Note is executed, signed, stored or delivered electronically shall not prevent the assignment or transfer by Lender of this Note pursuant to the terms of the Loan Agreement or the enforcement of the terms hereof. Physical possession of the original of this Note or any paper copy thereof shall confer no special status to the bearer thereof. In no event shall an original ink-signed paper copy of this Note be required for any exercise of ▇▇▇▇▇▇’s rights hereunder.
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By: |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇ |
Title: |
Chief Financial Officer |
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EXHIBIT “B”
FORM OF BORROWING REQUEST
[DATE]
AVENUE CAPITAL MANAGEMENT II, L.P., as Agent
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
Floor New York, New York 10036
Re: MYOMO, INC.
Ladies and Gentlemen:
Reference is made to the Loan and Security Agreement, November 4, 2025 (as amended, restated or supplemented from time to time, the “Loan Agreement”; the capitalized terms used herein as defined therein), among Avenue Capital Management II, L.P. (“Agent”), as administrative agent and collateral agent (in such capacity, “Agent”), Avenue Venture Opportunities Fund II, L.P. (“Avenue 2” and together with each other lender from time to time party thereto, collectively, “Lenders”, and each a “Lender”), and Myomo, Inc. (“Borrower”).
The undersigned is the of Borrower and hereby requests on behalf of Borrower a Loan under the Loan Agreement as follows:
4[(a) On the Borrowing Date,
2 To be included in the borrowing notice delivered on the Closing Date.
3 To be included in each borrowing notice delivered after the Closing Date.
4 To be included in the borrowing notice delivered on the Closing Date
(i) Avenue 2 will wire $[ ] less fees and expenses to be deducted on the Borrowing Date of (a) $131,250 in respect to the Commitment Fee, of which $43,750 has been paid to Avenue 2 prior to the date hereof, (b) $[ ] in respect to the interest fee, and (c) $[ ] in respect to the legal fees for net proceeds of $[ ],
to Borrower pursuant to the following wire instructions:
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ABA No.: |
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Contact Name: |
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E-mail: |
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Account Title: |
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Account No.: |
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5 To be completed with payoff wire instructions from Silicon Valley Bank payoff letter.
Institution Name: |
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ABA No.: |
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Account Title: |
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Account No.: |
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Reference: |
*************** |
Confirm remittance: |
***************** |
[On the Borrowing Date, Agent will wire $[ ] to Borrower pursuant to the following wire instructions:
Institution Name: |
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ABA No.: |
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Contact Name: |
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E-mail: |
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Account Title: |
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Account No.: |
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]6
6 To be included in each borrowing notice delivered after the Closing Date.
[Signature page to Borrowing Request]
Borrower shall notify you promptly before the funding of the Loan if any of the matters to which I have certified above shall not be true and correct on the Borrowing Date.
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Very truly yours, |
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By: |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Chief Financial Officer |
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Address for Notices: |
▇▇ ▇▇▇▇ ▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇ |
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Burlington, MA 01803 |
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Attn: Chief Financial Officer |
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Email: ▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇.▇▇▇ |
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EXHIBIT “C”
FORM OF COMPLIANCE CERTIFICATE
AVENUE CAPITAL MANAGEMENT II, L.P., as Agent
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
New York, New York 10036
Re: MYOMO, INC.
Ladies and Gentlemen:
Reference is made to the Loan and Security Agreement, November 4, 2025 (as amended, restated or supplemented from time to time, the “Loan Agreement”; the capitalized terms used herein as defined therein), among Avenue Capital Management II, L.P. (“Agent”), as administrative agent and collateral agent (in such capacity, “Agent”), Avenue Venture Opportunities Fund II, L.P. (“Avenue 2” and together with each other lender from time to time party thereto, collectively, “Lenders”, and each a “Lender”), and Myomo, Inc. (“Borrower”).
The undersigned authorized representative of Borrower hereby certifies in such capacity that in accordance with the terms and conditions of the Loan Agreement, (i) no Default or Event of Default has occurred and is continuing, except as has been disclosed in accordance with Section 5.1(c) of the Loan Agreement or as otherwise noted below, and (ii) Borrower is in compliance for the financial reporting period ending with all required financial reporting under the Loan Agreement, except as noted below. Attached herewith are the required documents supporting the foregoing certification with respect to any, if applicable, financial covenants. The undersigned authorized representative of Borrower further certifies in such capacity that: (a) the accompanying financial statements have been prepared in accordance with Borrower’s past practices applied on a consistent basis, or in such manner as otherwise disclosed in writing to Agent, throughout the periods indicated; and (b) the financial statements fairly present in all material respects the financial condition and operating results of Borrower and its Subsidiaries, if any, as of the dates, and for the periods, indicated therein, subject to the absence of footnotes and normal year-end audit adjustments (in the case of interim monthly financial statements), except as explained below.
Please provide the following requested information and
indicate compliance status by circling (or otherwise indicating) Yes/No under “Included/Complies”:
REPORTING REQUIREMENT |
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REQUIRED |
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INCLUDED/COMPLIES |
Balance Sheet & Income Statement |
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Monthly, within 30 days |
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YES / NO / N/A |
Cash Flow Statement |
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Quarterly, within 30 days |
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YES / NO / N/A |
Operating Budgets & 409(A) Valuations |
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As modified |
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YES / NO / N/A |
Updated Beneficial Ownership Table |
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As modified |
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YES / NO / N/A |
Annual Financial Statements |
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Annually, within 90 days of fiscal year-end |
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YES / NO / N/A |
Board Packages |
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As modified |
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YES / NO / N/A |
Board Approved Budget |
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Annually, within 60 days of fiscal year-end |
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YES / NO / N/A |
Date of most recent Board Approved Budget |
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Any change in Board Approved Budget since version most recently delivered to Agent |
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YES / NO / N/A |
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If Yes, please attach |
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Date of most recent beneficial ownership table: |
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Any changes in beneficial ownership table since version most recently delivered to Agent?: |
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YES / NO / N/A |
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If Yes, please attach a copy of latest beneficial ownership table |
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EQUITY & CONVERTIBLE NOTE FINANCINGS |
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1
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Please provide the following information (if applicable) regarding Borrower’s most-recent equity and/or convertible note financing each time this Certificate is delivered to Agent |
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Date of Last Round Raised: _______________________ |
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Has there been any new financing since the last Compliance Certificate submitted? |
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YES / NO |
If “YES” please attach a copy of the Beneficial Ownership Table |
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Date Closed: Series: Per Share Price: $ Amount Raised: Post Money Valuation: __________________ |
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Any stock splits since date of last report? |
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YES / NO |
If yes, please provide any information on stock splits which would affect valuation: |
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Any dividends since date of last report? |
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YES / NO |
If yes, please provide any information on dividends which would affect valuation: |
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Any unusual terms? (i.e., Anti-dilution, multiple preference, etc.) |
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YES / NO |
If yes, please explain: |
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ACCOUNT CONTROL AGREEMENTS
Pursuant to Section 6.11 of the Loan Agreement, ▇▇▇▇▇▇▇▇ represents and warrants that: (i) as of the date hereof, it maintains only those deposit and investment accounts set forth below; and (ii) to the extent required by Section 6.11 of the Loan Agreement, a control agreement has been executed and delivered to Agent with respect to each such account [Note: If Borrower has established any new account(s) since the date of the last compliance certificate, please so indicate].
Deposit Accounts
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Account Number |
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Control Agt. |
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Complies |
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New |
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In place? |
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Account |
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************* |
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YES / NO |
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YES / NO |
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YES / NO |
2.) |
************* |
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************* |
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YES / NO |
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YES / NO |
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YES / NO |
3.) |
************* |
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************* |
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YES / NO |
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YES / NO |
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YES / NO |
4.) |
************* |
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************* |
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YES / NO |
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YES / NO |
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YES / NO |
5.) |
************* |
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************* |
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YES / NO |
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YES / NO |
|
YES / NO |
6.) |
************* |
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************* |
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YES / NO |
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YES / NO |
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YES / NO |
7.) |
************* |
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************* |
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YES / NO |
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YES / NO |
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YES / NO |
2
Investment Accounts
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Name of Institution |
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Account Number |
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Control Agt. |
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New |
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In place? |
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Complies |
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Account |
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1.) |
None |
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YES / NO |
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YES / NO |
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YES / NO |
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2.) |
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YES / NO |
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YES / NO |
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YES / NO |
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3.) |
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YES / NO |
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YES / NO |
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YES / NO |
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4.) |
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YES / NO |
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YES / NO |
|
YES / NO |
AGREEMENTS WITH PERSONS IN POSSESSION OF TANGIBLE COLLATERAL
Pursuant to Section 5.9(e) of the Loan Agreement, Borrower represents and warrants that: (i) as of the date hereof, tangible Collateral (other than inventory in the possession of Borrower’s employees or patients or demo equipment in the possession of employees or customers) is located at the addresses set forth below; and (ii) to the extent required by Section 5.9(e) of the Loan Agreement, a Waiver has been executed and delivered to Agent, or such Waiver has been waived by Agent, [Note: If Borrower has located Collateral at any new location since the date of the last compliance certificate, please so indicate].
|
Location of Collateral |
|
Value of Collateral at such |
|
Waiver |
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Complies? |
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New |
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Locations |
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In place? |
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Location? |
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1.) |
None |
|
$ |
|
YES / NO |
|
YES / NO |
|
YES / NO |
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2.) |
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|
$ |
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YES / NO |
|
YES / NO |
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YES / NO |
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3.) |
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|
$ |
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YES / NO |
|
YES / NO |
|
YES / NO |
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|
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4.) |
|
|
$ |
|
YES / NO |
|
YES / NO |
|
YES / NO |
SUBSIDIARIES AND OTHER PERSONS
Pursuant to Section 6.14(a) of the Loan Agreement, Borrower represents and warrants that since the date of the last Compliance Certificate delivered to Agent: (i) as of the date hereof, it has directly or indirectly acquired or created, or it intends to directly or indirectly acquire or create, each Subsidiary or other Person described below; and (ii) if the acquisition has been consummated or Subsidiary created, to the extent required by the Loan Agreement, such Subsidiary or Person has been made a co-borrower under the Loan Agreement or a guarantor of the Obligations [Note: If Borrower has acquired or created any Subsidiary since the date of the last compliance certificate, please so indicate].
|
Name: |
|
Jurisdiction of formation or organization:7 |
|
Co-borrower or guarantor? |
|
Complies? |
|
New Subsidiary or Person? |
1.) |
None |
|
|
|
YES / NO |
|
YES / NO |
|
YES / NO |
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2.) |
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|
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YES / NO |
|
YES / NO |
|
YES / NO |
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3.) |
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|
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YES / NO |
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YES / NO |
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YES / NO |
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4.) |
|
|
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|
YES / NO |
|
YES / NO |
|
YES / NO |
7 Under the “Explanations” heading (see below) please include a description of such Subsidiary’s or Person’s fully diluted capitalization and Borrower’s purpose for its acquisition or creation of such Subsidiary if such information has not been previously furnished to Agent.
3
FINANCIAL COVENANT |
REQUIRED |
INCLUDED/COMPLIES |
Minimum Cash |
$2,500,000 |
YES / NO |
L3M Revenue |
At least 75% of projected L3M Revenue |
YES / NO |
Cash Burn |
No more negative than 150% of the projected T6M Cash Burn |
YES / NO |
EXPLANATIONS |
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[Remainder of this page intentionally left blank; signature page follows]
7 Under the “Explanations” heading (see below) please include a description of such Subsidiary’s or Person’s fully diluted capitalization and Borrower’s purpose for its acquisition or creation of such Subsidiary if such information has not been previously furnished to Agent.
4
[Signature page to Compliance Certificate]
Very truly yours, |
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By: |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇ |
Title: |
Chief Financial Officer |

