Reporting Covenants Required Complies. Monthly Compliance Statement Monthly within 30 days Yes No Quarterly financial statements Quarterly within 30 days Yes No Annual financial statements (CPA Audited) FYE within 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board approved projections FYE within 60 days Yes No
Reporting Covenants Required Complies. Company Prepared Monthly F/S Monthly, within 30 days YES NO Compliance Certificate Monthly, within 30 days YES NO CPA Audited, Unqualified F/S Annually, within 180 days of FYE YES NO Annual Business Plan (incl. operating budget) Annually, within 30 days of FYE YES NO Audit Annual YES NO If Public: 10-Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K Annually, within 5 days of SEC filing (95 days) YES NO Total amount of Borrower’s cash and Amount: $ YES NO investments Total amount of Borrower’s cash and Amount: $ YES NO investments maintained with Bank DESCRIPTION APPLICABLE Legal Action > $200,000 Notify promptly upon notice YES NO Inventory Disputes > $200,000 Notify promptly upon notice YES NO Mergers & Acquisitions > $250,000 Notify promptly upon notice YES NO Cross default with other agreements Notify promptly upon notice YES NO >$200,000 Judgment > $200,000 Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES None. OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases <$200,000 YES NO Permitted Investments for stock repurchase <$200,000 YES NO Permitted Investments for subsidiaries <$200,000 YES NO Permitted Investments for employee loans <$200,000 YES NO Permitted Investments for joint ventures <$200,000 YES NO Permitted Liens for equipment leases <$200,000 YES NO Permitted Transfers <$200,000 YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title: SCHEDULE OF EXCEPTIONS TO LOAN AND SECURITY AGREEMENT Permitted Indebtedness (Exhibit A) The Company has an outstanding balance payable to Gen-Probe / Hologic of $4,811,316.00 at September 30, 2013 resulting from the purchase of testing instruments. The amount due is unsecured and is non-interest bearing. The Company is required to make periodic payments to Gen-Probe pursuant to the Supply Agreement between Gen-Probe Incorporated and Roka Bioscience, Inc. dated May 27, 2011 (the “Gen-Probe Supply Agreement”). However, for the avoidance of doubt, per the agreed-upon provisions of the final Term Sheet with respect to this Agreement, such amount due under the Gen-Probe Supply Agreement is not to be considered “debt or sellers notes”. Permitted Investments (Exhibit A) None. Per...
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 Statement Q1, Q2, and Q3 within 45 days Yes No 10-Q Report Within 45 days of Q1, Q2, and Q3 Yes No 10-K Report and Annual financial statements (CPA Audited) FYE within 90 days Yes No Board approved projections FYE within 30 days and as amended/updated Yes No Filed 10-Q, 10-K and 8-K Within 10 days after filing with SEC Yes No Positive Data Event: Has Borrower achieved Positive Data? Yes ______ No ________ N/A _______ The following are the exceptions with respect to the statements above: (If no exceptions exist, state “No exceptions to note.”) _______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ | | EXHIBIT B LOAN PAYMENT/ADVANCE REQUEST FORM Deadline for same day processing is Noon Pacific Time Date: _____________________ Loan Payment: ACHIEVE LIFE SCIENCES, INC. From Account #________________________________ To Account #__________________________________________ (Deposit Account #) (Loan Account #) Principal $____________________________________ and/or Interest $________________________________________ Authorized Signature: Phone Number: Print Name/Title: Loan Advance:
Reporting Covenants Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statements (CPA Audited) Earlier of 120 days of FYE, or 10-K filing date Yes No Quarterly financial statements Earlier of 90 days of FQE, or 10-Q filing date Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No Deferred Revenue Report Monthly within 30 days Yes No Detailed Debtor Listing Monthly within 30 days Yes No Borrowing Base Reports If Streamline Period in effect, monthly within 30 days; if Streamline Period not in effect, Friday of each week Yes No Board approved projections Within later of 60 days of Board approval or FYE, and as within 10 days of any amendment/update Yes No The following Intellectual Property was registered after the Effective Date or after the last delivery date of a Compliance Certificate (if no registrations, state “None”)____________________________________________________________________________
Reporting Covenants Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statements (CPA Audited) FYE within 150 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings/Deferred Revenue Report- Monthly within 7 days Yes No Borrowing Base Reports Weekly on Friday of each monthly within 7 days of month end Yes No Board projections, capitalization table within 10 days from board approval and as amended/updated Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”)
Reporting Covenants Required Complies. Company Prepared Monthly F/S Monthly, within 30 days YES NO Compliance Certificate Monthly, within 30 days YES NO CPA Audited, Unqualified F/S Annually, within 180 days after FYE YES NO Borrowing Base Cert., A/R & A/P Agings Monthly, within 30 days YES NO Annual Business Plan (incl. operating budget) Annually, within 60 days after FYE YES NO Audit Semi-annual YES NO If Public: 10-Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K Annually, within 5 days of SEC filing (95 days) YES NO Total amount of Borrower's cash and Amount: $ YES NO investments Total amount of Borrower's cash and Amount: $ YES NO investments maintained with Bank Total amount of deposits in Excluded Deposit Accounts Amount: $ YES NO
Reporting Covenants Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statements (CPA Audited) FYE within 150 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Inventory reports Monthly within 30 days Yes No Borrowing Base Reports Monthly within 30 days Yes No Board approved projections FYE within 30 days and as amended/updated Yes No Financial Covenant Required Actual Complies Achieve as indicated: Minimum Revenue $* $ Yes No * as set forth in Section 6.9(b) The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) XXXXXX MEDICAL CONCEPTS, INC. BANK USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No
Reporting Covenants Required Complies. Monthly financial statements and Compliance Certificate Monthly within 45 days Yes No Annual financial statement (CPA Audited), if not otherwise publicly available FYE within 120 days Yes No Borrowing Base Certificate and A/R & A/P Agings Monthly within 45 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) ___________________________________________________________________________________________ ___________________________________________________________________________________________
Reporting Covenants Required Complies. Monthly financial statements and Compliance Certificate Monthly, within 30 days Yes No A/R and A/P Aging Reports Together with monthly financial statements (upon request) Yes No Quarterly financial statements Quarterly, within 45 days (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Annual Projections Annually, within 30 days of fiscal year end or within 5 Business Days of any Board approval of a material update thereto Yes No Annual audited financial statements and any management letters Annually, within 90 days of fiscal year end (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Statements, reports and notices to Subordinated Debt holders Within 5 Business Days of delivery Yes No SEC filings Within 5 Business Days after filing with SEC (deemed delivered by posting to/linking on Borrower Representative’s website) Yes No Legal action notices and updates (claims over $500,000) Promptly Yes No IP report At the end of each calendar quarter Yes No Bank account statements (with transaction detail) Together with monthly financial statements (upon request) or when received Yes No Product related material correspondence, reports, documents and other filings Within 5 Business Days after receipt Yes No 205707600 v10
Reporting Covenants Required Complies. Period-Ending Financial Statements with Compliance Certificate (“CC”) Either (i) monthly within 30 days if no IPO has occurred, or (ii) upon an IPO, quarterly within (A) 45 days for each fiscal quarter of the first 3 quarters of Borrower’s fiscal year and (B) the earlier of (x) 90 days after the last day of Borrower’s fiscal year or (y) 5 days after filing any 10-K with SEC. Yes No Annual financial statements (a) if audited is required by the Board, FYE within 270 days (CPA Audited) and (b) if audited is not required by the Board, FYE within 30 days (company-prepared). Upon an IPO, within 5 days after filing with SEC. Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC. Yes No A/R & A/P Agings; General Ledger Monthly within 30 days* Yes No Borrowing Base Reports Upon each (i) Advance request, (ii) monthly within 30 days,* and (iii) at Bank’s option in its sole discretion while there are outstanding Advances, weekly within 5 days. Yes No Board-approved projections FYE within 60 days and within 30 days of any updates or amendments thereto. Yes No * Provided, however, this reporting shall not be required for any period if there were no Advances outstanding during such period through and including the date that the reporting would otherwise be required to be delivered Financial Covenant Required Actual Complies Maintain on a Monthly Basis: Minimum Revenue _________________ (trailing 6 month) Tested as of the last day of each month, minimum GAAP revenue for the trailing 6 month period then ended, of at least 70% of Borrower’s projected performance for such month as outlined in Borrower’s 2018- 2019 Financial Projections $ Yes No
