Common use of Reporting Covenant Required Complies Clause in Contracts

Reporting Covenant Required Complies. Monthly consolidated and consolidating financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 270 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Annual Financial Projections Within 30 days after Board approval Yes No 409A Valuation Report Annually or within 30 days of Board approval Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state "None") _______________________________________________ The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONS, INC. BANK USE ONLY Received by: _________________________ By: _____________________________ AUTHORIZED SIGNER Name: ___________________________ Date: _______________________________ Title: ____________________________ Verified: ____________________________ AUTHORIZED SIGNER Date: _______________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Date: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. 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 Mezzanine 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 #: ___________________________________

Appears in 2 contracts

Samples: Mezzanine Loan and Security Agreement (Quantenna Communications Inc), Mezzanine Loan and Security Agreement (Quantenna Communications Inc)

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Reporting Covenant Required Complies. A/R and A/P Agings Monthly consolidated on 15th day and consolidating last day Yes No Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Borrowing Base Certificate Monthly on 15th day and last day Yes No Annual financial statement (CPA Audited) FYE within 270 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Financial Covenant Required Actual Complies ------------------ -------- ------ -------- Maintain on a Quarterly Basis: ----------------------------- Quick Ratio 1.50:1.00 _____:1.00 Yes No Annual Financial Projections Within 30 days after Board approval Tangible Net Worth $3,300,000 Yes No 409A Valuation Report Annually or within 30 days of Board approval Maintain on a Monthly Basis: --------------------------- Liquidity Coverage 1.50:1.00 _____:1.00 Yes No The following Intellectual Property was registered after only monthly on the Effective Date (15th day if no registrationsthe aggregate outstanding Revolving Advances are less than $5,000,000 **Equipment Term debt only --------------------------------------------------------- Comments Regarding Exceptions: See Attached. BANK USE ONLY Sincerely, state "None") Received by:_________________________________________ AUTHORIZED SIGNER ______________________________________________ SIGNATURE Date:________________________________________________ The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONS, INC. BANK USE ONLY Received by: _________________________ By: _____________________________ AUTHORIZED SIGNER Name: ___________________________ Date: _______________________________ Title: ____________________________ Verified: ____________________________ AUTHORIZED SIGNER Date: _______________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Date: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. 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 Mezzanine 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: Verified:____________________________________________ TITLE AUTHORIZED SIGNER ______________________________________________ Date:________________________________________________ By signing belowDATE Compliance Status: Yes No --------------------------------------------------------- EXHIBIT E BORROWING BASE CERTIFICATE ------------------------------------------------------------------------------------------------------------------------------ Borrower: CrossWorlds Software, 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)Inc. Lender: Silicon Valley Bank Revolving Commitment Amount: $10,000,000 ------------------------------------------------------------------------------------------------------------------------------ ACCOUNTS RECEIVABLE 1. Authorized Signature: _________Accounts Receivable Book Value as of $_____________ 2nd Signature 2. Additions (if required): _________please explain on reverse) $_____________ Print Name/Title: _____________3. TOTAL ACCOUNTS RECEIVABLE $_____________ Print Name/Title: ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication) 4. Amounts over 120 days due $_____________ 5. Concentration Limits $_____________ 6. Foreign Accounts $_____________ 7. Governmental Accounts $_____________ 8. Contra Accounts * $_____________ 9. Promotion or Demo Accounts $_____________ 10. Intercompany/Employee Accounts $_____________ 11. Other (please explain on reverse) $_____________ 12. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS $_____________ 13. Eligible Accounts (#3 minus #12) $_____________ 14. LOAN VALUE OF ACCOUNTS (80% of #13) $_____________ BALANCES 15. Maximum Loan Amount $_____________ 16. Total Funds Available [Lesser of #15 or #14] $_____________ 17. Present balance owing on Line of Credit $_____________ 18. Outstanding under Sublimits exceeding $1,250,000( ) 19. Outstanding under Sublimits exceeding $1,250,000(Outstanding Letters of Credit)* 20. Outstanding under Sublimits exceeding $1,250,000(Outstanding Letters of Credit)* 21. Outstanding under Sublimits exceeding $1,250,000(Outstanding Cash Management)* 22. RESERVE POSITION (#16 minus #00, #00, #00, #00 and #21) $_____________ * Accounts with respect to which goods are placed on consignment, guaranteed sale or other terms by reason of which the payment by the account debtor may be conditional. The undersigned represents and warrants that the foregoing is true, complete and correct, and that the information reflected in this Borrowing Base Certificate complies with the representations and warranties set forth in the Loan and Security Agreement between the undersigned and Silicon Valley Bank. COMMENTS: CROSSWORLDS SOFTWARE, INC. By:_____________________________ Telephone #: Authorized Signer ------------------------------ BANK USE ONLY Rec'd By:___________________ Authorized Signer Date:_______________________ Telephone #: Verified:____________________________________ Authorized Signer ------------------------------ EXHIBIT F --------- INTELLECTUAL PROPERTY SECURITY AGREEMENT This Intellectual Property Security Agreement is entered into as of October 28, 1998, by and between SILICON VALLEY BANK ("Bank") and CROSSWORLDS SOFTWARE, INC. ("Grantor").

Appears in 2 contracts

Samples: Loan and Security Agreement (Crossworlds Software Inc), Loan and Security Agreement (Crossworlds Software Inc)

Reporting Covenant Required Complies. Monthly consolidated and consolidating financial statements with Compliance Certificate Monthly within 30 days Yes No Quarterly financial statements (consolidated) Quarterly within 45 days Yes No Annual financial statement (CPA Audited) FYE within 270 90 days Yes No 10-Q, 10-K and 8-K Within 5 A/R & A/P Agings Monthly within 15 days after filing with SEC Yes No A/R Audit Initial and Semi-Annual Financial Projections Within 30 days after Board approval Yes No 409A Valuation Report Annually or within 30 days of Board approval FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Monthly Basis: Minimum Quick Ratio 1.25-1.00 __ :__:1.00 Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state "None") Minimum Tangible Net Worth $5,000,000 $_________ Yes No Maximum Debt/Tangible Net Worth 1.25:1.00 __ :__:1.00 Yes No Maintain on a Quarterly Basis: Minimum Quick Ratio (Consolidated) 1.00:1.00 __ :__:1.00 Yes No Minimum Debt Service Coverage 1.75:1.00 __ :_________________________:1.00 Yes No Profitability: Quarterly $1.00 $__________ The following are the exceptions with respect to the certification above: (If no exceptions exist, state "Yes No exceptions to note.") QUANTENNA COMMUNICATIONS, INC. BANK USE ONLY Received by: _______________Annual $1.00 $__________ ByYes No Comments Regarding Exceptions: _____________________________ See Attached. ----------------------------------------- Sincerely, BANK USE ONLY Received by: /s/ XXXXX XXXXXXXXXXX ------------------------- ----------------------------- AUTHORIZED SIGNER Name: ___________________________ SIGNATURE Date: _______________________________ Title: ____________________________ ----------------------------- -------------------------------- TITLE Verified: ____________________________ ---------------------------- AUTHORIZED SIGNER ----------------------------- DATE Date: _______________________________ -------------------------------- Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Date: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. ----------------------------------------- NEGATIVE PLEDGE AGREEMENT This Negative Pledge Agreement is made as of August 22, 1997, by and between INTEGRATED SENSOR SOLUTIONS, INC. From Account # ___________________________ To Account # ___________________________________ (Deposit Account #"Borrower") and SILICON VALLEY BANK (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 Mezzanine 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 #: ___________________________________In connection with the Loan Documents begin concurrently executed between Borrower and Bank, Borrower agrees as follows:

Appears in 1 contract

Samples: Loan and Security Agreement (Integrated Sensor Solutions Inc)

Reporting Covenant Required Complies. Monthly consolidated and consolidating financial statements with Quarterly Financial Statements for the first threefiscal quarters Quarterly within 45 days Yes No Audited Financial Statements Annually within 120 days after FYE Yes No​ Draft Budgets Annually within 90 days after FYE Yes No​ Board Approved Budgets Annually within 120 days after FYE Yes No​ Compliance Certificate Quarterly within 45 days (or 120 days for the last fiscal quarter) Yes No​ Account Statements evidencingcompliance with Section 7.14 of the Agreement(Minimum Liquidity Covenant) Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 270 days Yes No 10-Q​ With respect to compliance with the Minimum Liquidity covenant in Section 7.14 of the Agreement, 10-K and 8-K Within 5 days after filing with SEC Yes No Annual Financial Projections Within 30 days after Board approval Yes No 409A Valuation Report Annually or within 30 days of Board approval Yes No The following Intellectual Property was registered after Minimum Liquidity for the Effective Date (if no registrations, state "None") quarter ending ______________________________________________, 202_ The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONS, INC. BANK USE ONLY Received by: _________________________ By: _____________________________ AUTHORIZED SIGNER Name: ___________________________ Date: _______________________________ Title: ____________________________ Verified: ____________________________ AUTHORIZED SIGNER Date: _______________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Date: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. INC. From Account # ___________________________ To Account # ___________________________________ (Deposit Account #) (Loan Account #) Principal is $_______________________________ and/or Interest $ ________________________________ Authorized Signature. ​ ​ ​ ​ The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) ​ ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ​ ​ OCULAR THERAPEUTIX, INC. AGENT USE ONLY ​ ​ ​ ​ By: ​ ​ Received by: ​ Name: ​ ​ AUTHORIZED SIGNER Title: ​ ​ Date: ​ ​ ​ ​ ​ ​ ​ ​ ​ Verified: ​ ​ ​ ​ AUTHORIZED SIGNER ​ ​ ​ Date: ​ ​ ​ ​ Compliance Status: Yes No ​ ​ ​ EXHIBIT C CREDIT EXTENSION FORM ​ DEADLINE IS XXXX E.S.T. ​ Date: ___________________, 20___ Phone Number​ LOAN ADVANCE: _____________ 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 Mezzanine Loan Credit 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 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 #: ___________________________________

Appears in 1 contract

Samples: Credit and Security Agreement (Ocular Therapeutix, Inc)

Reporting Covenant Required Complies. Monthly consolidated and consolidating financial statements with Compliance Certificate Monthly within 30 45 days Yes No Annual financial statement (CPA Audited) FYE + XX XXX within 270 180 days Yes No Board Projections Within 45 days prior to next FY Yes No 10-Q, 10-K and 8-K K, if applicable Within 5 days after filing with SEC Yes No Annual Financial Projections Within 30 Transaction Report Weekly and with each Advance, but if no borrowings during the month, then monthly within 15 days after Board approval Yes No 409A Valuation A/R & A/P Agings and A/R Reconciliations Monthly within 15 days Yes No Customer Deposit Schedule and Deferred Revenue Report Annually or Monthly within 30 15 days of Board approval Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state "None") _______________________________________________ The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONS, INC. BANK USE ONLY Received by: _________________________ By: _____________________________ AUTHORIZED SIGNER Name: ___________________________ Date: _______________________________ Financial Covenant Required Actual Complies Maintain on a Monthly Basis: Minimum Tangible Net Worth <$8,500,000> $_______ Yes No The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Creative Concepts Holding, Inc. Creative Concepts Software, Inc. Sentinel Business Systems, Inc. By: Name: Title: BANK USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ____________________________ AUTHORIZED SIGNER authorized signer Date: _______________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 DateSchedule 1 to Compliance Certificate Financial Covenants of Borrower Dated: ______________________ LOAN PAYMENTTangible Net Worth (Section 6.9(a)) Required: QUANTENNA COMMUNICATIONS. INC. From Account # ___________________________ To Account # ___________________________________ (Deposit Account #) (Loan Account #) Principal <$_______________________________ 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 Mezzanine 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 #: ___________________________________8,500,000> Actual:

Appears in 1 contract

Samples: Loan and Security Agreement (DecisionPoint Systems, Inc.)

Reporting Covenant Required Complies. Monthly consolidated and consolidating financial statements with Compliance Certificate Monthly within 30 20 days Yes No Annual financial statement (CPA Audited) FYE within 270 90 days Yes No 10-QA/R and A/P Agings, 10-K and 8-K Within 5 Borrowing Base Cert. Monthly within 20 days after filing with SEC Yes No Annual Financial Projections Within 30 days after Board approval A/R Audit Initial and Semi-annual Yes No 409A Valuation Report Annually or within 30 days of Board approval Financial Covenant Required Actual Complies ------------------ -------- ------ -------- On a monthly basis for Borrower: Current Ratio 1.75:1.00 _____:1.0 Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state "None") Minimum TNW* $________ $________ Yes No Profitability (quarterly) ** $1.00 $________ Yes No * $2,500,000 plus 50% of quarterly NPAT. ** Commencing with quarter ending March 31, 2000. Comments Regarding Exceptions: See Attached ---------------------------------------- Sincerely, BANK USE ONLY ___________________________________ The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONS, INC. BANK USE ONLY Received by: By:_________________________ By: SIGNATURE AUTHORIZED SIGNER ___________________________________ Date:________________________________ TITLE Verified:____________________________ ___________________________________ AUTHORIZED SIGNER Name: DATE Date:________________________________ DateCompliance Status: Yes No ---------------------------------------- EXHIBIT E REVOLVING PROMISSORY NOTE $1,000,000 Palo Alto, California August 25, 1999 VIDEONICS, INC. ("Borrower"), for value received, hereby promises to pay to the order of VENTURE BANKING GROUP, a division of Cupertino National Bank ("Bank"), in lawful money of the United States of America, pursuant to that certain Loan and Security Agreement dated as of the date hereof, by and between Borrower and Bank (the "Loan Agreement"), (i) the principal amount of One Million Dollars ($1,000,000), or, if lesser, (ii) the aggregate principal amount of all Advances (the "Revolving Advances") outstanding as of the maturity date hereof. This Note is the Note referred to in the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. Borrower further promises to pay interest on each Revolving Advance hereunder in like funds on the principal amount hereof from time to time outstanding from the date hereof until paid in full, at a rate or rates per annum and payable on the dates determined pursuant to the Loan Agreement. Payment on this Note shall be applied in the manner set forth in the Loan Agreement. The Loan Agreement contains provisions for acceleration of the maturity of Revolving Advances hereunder upon the occurrence of certain stated events and also provides for optional and mandatory prepayments of principal hereof prior to any stated maturity upon the terms and conditions therein specified. All Revolving Advances made by Bank to Borrower pursuant to the Loan Agreement shall be recorded by Bank on the books and records of Bank. The failure of Bank to record any Revolving Advance or any prepayment or payment made on account of the principal balance hereof shall not limit or otherwise affect the obligation of Borrower under this Note and under the Loan Agreement to pay the principal, interest and other amounts due and payable under the Revolving Advances. Any principal or interest payments on this Note not paid when due, whether at stated maturity, by acceleration or otherwise, shall bear interest at the Default Rate. Upon the occurrence of a default hereunder or an Event of Default under the Loan Agreement, all unpaid principal, accrued interest and other amounts owing hereunder shall, at the option of Bank, be immediately collectible by or on behalf of Bank pursuant to the Loan Agreement and applicable law. Except as otherwise provided in the Loan Agreement, Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note, and shall pay all costs of collection when incurred, including reasonable attorneys' fees, costs and expenses. The right to plead any and all statutes of limitations as a defense to any demand hereunder is hereby waived to the full extent permitted by law. The amount of this Note is secured by the Collateral identified and described as security therefor in the Loan Agreement. This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding conflict of laws principles that would cause the application of the laws of any other jurisdiction. The provisions of this Note shall inure to the benefit of and be binding upon any successor to Borrower and shall extend to any holder hereof. VIDEONICS, INC. By: ____________________________________ Title: ____________________________ Verified: ____________________________ AUTHORIZED SIGNER DateDISBURSEMENT REQUEST AND AUTHORIZATION Borrower: _______________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Date: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. VIDEONICS, INC. From Account # ___________________________ To Account # ___________________________________ (Deposit Account #) (Loan Account #) Principal ================================================================================ LOAN TYPE. This is a variable rate, line of credit of a principal amount up to $_______________________________ and/or Interest $ ________________________________ Authorized Signature: ______________________ Phone Number: _____________ Print Name/Title: __________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion 1,000,000. PRIMARY PURPOSE OF LOAN. The primary purpose of the funds from this loan advance are is for an outgoing wirebusiness. From Account # ________________________ To Account # ___________________________________ (Loan Account #) (Deposit Account #) Amount SPECIFIC PURPOSE. The specific purpose of Advance $, ___________________ All Borrower's representations and warranties this loan is: to support growth in the Mezzanine 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, etctrading assets.): _______ (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 #: ___________________________________

Appears in 1 contract

Samples: Loan and Security Agreement (Videonics Inc)

Reporting Covenant Required Complies. Monthly consolidated and consolidating Cash holdings report Within 30 days of month end Yes No Quarterly financial statements with Compliance Certificate Monthly Within 45 days of fiscal quarter end Yes No Quarterly BBC + A/P and A/R Agings + deferred revenue reports Within 45 days of fiscal quarter end (if at or aboveBorrowing Threshold, within 30 days of each month) Yes No Annual financial statement (CPA Audited) + Compliance Certificate Within 90 days of FYE within 270 days Yes No 10-Q10‑Q, 10-K 10‑K and 8-K Within 5 days after filing with SEC Yes No Annual Financial Projections Board approved financial projections Within 30 45 days after Board approval of FYE Yes No 409A Valuation Report Annually or within 30 days of Board approval Financial Covenant Required Actual Complies Maintain on a Quarterly Basis: Minimum EBITDA Fiscal Quarter End Minimum EBITDA Yes No The following Intellectual Property was registered after the Effective Date September 28, 2012 $(if no registrations3,100,000) December 28, state "None"2012 $(2,000,000) March 29, 2013 $— June 28, 2013 through fiscal quarter ending December 27, 2013 $1,000,000 Minimum Liquidity 1.50:1.00 ________________________________________:1.00 Yes No Notification Purposes Only Not Required Financial Covenant - For Pricing Purposes Only Consolidated Leverage Ratio _______ : _______ The following financial covenant analys[is][es] and information set forth in Schedule 1 attached hereto are true and accurate as of the date this Certificate is delivered to Bank as set forth in the first line of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONS--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ADMINISTRATIVE BORROWER: AVIAT NETWORKS, INC. By:Name:Title: BANK USE ONLY Received by: _________________________ By: _____________________________ AUTHORIZED SIGNER Name: ___________________________ authorized signer Date: _______________________________ Title: ____________________________ Verified: ____________________________ AUTHORIZED SIGNER authorized signer Date: _______________________________ Compliance Status: :Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 DateSchedule 1 to Compliance Certificate Financial Covenants of Borrower In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. Dated: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. 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 Mezzanine 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 #: ___________________________________

Appears in 1 contract

Samples: Loan and Security Agreement (Aviat Networks, Inc.)

Reporting Covenant Required Complies. Monthly consolidated and consolidating financial statements (including income statement and statement of cash flows) with Compliance Certificate and Deferred Revenue Report Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE + XX XXX within 270 150 days Yes No 10-Q, 10-K and 8-K Within 5 A/R & A/P Agings Monthly within 20 days after filing with SEC Yes No Annual Financial Projections Within 30 days after Board approval Yes No 409A Valuation Report Annually or Transaction Reports Weekly and with each Credit Extension (Monthly within 30 days under Streamline) Yes No Projections/Operating Budgets Earlier of Board (i) 15 days after approval by board of directors or (ii) January 31st of each fiscal year Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state "None") _______________________________________________ Financial Covenant Required Actual Complies Maintain as indicated: Minimum Tangible Net Worth** ($ 7,000,000 ) $ Yes No Streamline Reporting Applies Tangible Net Worth ³ (3,500,000) *** Yes No Tangible Net Worth < (3,500,000) *** Yes No ** Increase by (1) fifty percent (50%) of the net proceeds from the Issuance of equity or Subordinated Debt (excluding Indebtedness incurred pursuant to the Subordinated Loan Agreement and including the Silver Lake Subordinated Indebtedness), and (ii), twenty-five percent (25%) of quarterly Net Income. *** Increase by fifty percent (50%) of the net proceeds from the issuance of equity or Subordinated Debt (excluding Indebtedness incurred pursuant to the Subordinated Loan Agreement and including the Silver Lake Subordinated Indebtedness). 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.") QUANTENNA COMMUNICATIONS------------------------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------------------------ MAVENIR SYSTEMS, INC. BANK USE ONLY By: Received by: _________________________ ByName: _____________________________ AUTHORIZED SIGNER NameTitle: ___________________________ Date: _______________________________ Title: ____________________________ Verified: ____________________________ AUTHORIZED SIGNER Date: _______________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Date: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. 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 Mezzanine 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 #: ___________________________________No

Appears in 1 contract

Samples: Senior Loan and Security Agreement (Mavenir Systems Inc)

Reporting Covenant Required Complies. Monthly consolidated and consolidating financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 270 days Yes No 1020-Q, 10-K F and 86-K Within 5 days after filing with SEC Yes No Annual Financial Projections Within 30 days after Board approval Transaction Report, A/R & A/P Agings, and Deferred Revenue report 15th and Last Day of each Month and upon each Credit Extension request Yes No 409A Valuation Report Annually listing of New Wavion Accounts Monthly within 20 days (when an Advance is outstanding or within 30 an Advance request has been made) Yes No Board approved projections Within 40 days of Board approval FYE Yes No Change to Financial Plan Notice shall immediately be given to Bank Yes No Equity Raise Notice shall immediately be given to Bank Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state "None") _______________________________________________ The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONS, INC. BANK USE ONLY Received by: _____________________________________________ ___________________________________________________________________________________________ Financial Covenant Required Actual Complies Minimum Adjusted Quick Ratio (Monthly) ___:___* _____:1.0 Yes No Minimum Net Profit (Quarterly) $ ** $ Yes No *As set forth in Section 6.7(a) of the Agreement. **As set forth in Section 6.7(b) of the Agreement. For the period ending _______________, were (i) greater than eighty percent (80%) of all accounts receivable are billed and payable to Borrower, and (ii) greater than eighty percent (80%) of all unrestricted cash of Borrower and its Subsidiaries are maintained in the name of Borrower? Yes _____ No: _____ If, no, please explain under exceptions section below. 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.”) --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Alvarion Ltd. By: ______________________________ AUTHORIZED SIGNER Name: ___________________________ Date: _______________________________ Title: ____________________________ Verified: ____________________________ AUTHORIZED SIGNER DateAlvarion, Inc. By: _______________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Date: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. INC. From Account # ___________________________ To Account # ___________________________________ (Deposit Account #) (Loan Account #) Principal $Name: ______________________________ Title: _______________________________ and/or Interest $ ________________________________ Authorized SignatureWavion Ltd. By: ______________________ 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 Mezzanine 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 NumberTitle: _______________________________ 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 toWavion Inc. By: _____________________________________________ Special InstructionName: _______________________________________________ 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 #BANK USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ________________________ Telephone #authorized signer Date: ____________________________________ Compliance Status: Yes No Schedule 1 to Compliance Certificate

Appears in 1 contract

Samples: Loan and Security Agreement (Alvarion LTD)

Reporting Covenant Required Complies. Monthly consolidated and consolidating Annual financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 270 90 days Yes No Monthly financial statements and Compliance Certificate Prior to each Credit Extension, and monthly within 30 days Yes No 10-Q, 10-K and 8-K 10Q Within 5 days after of filing with SEC Yes No Annual Financial Projections Within operating budget, sales projections and operating plans approved by board of directors Annually no later than 30 days after Board approval the beginning of each fiscal year Yes No 409A Valuation Intellectual Property Report Annually or within Quarterly no later than 30 days after the end of Board approval each fiscal quarter Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state "None") ____________________________Deposit balances with Bank $ ___________________ The following are the exceptions with respect to the certification aboveDeposit balance outside Bank $ ___________________ Comments Regarding Exceptions: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONS, INCSee Attached. BANK USE ONLY Received by: _________________________ By: _____________________________ Sincerely, AUTHORIZED SIGNER Name: ___________________________ Date: _________________________ _______ Title: _____________________________________ Verified: ____________________________ SIGNATURE AUTHORIZED SIGNER Date: _______________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Date: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. 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 Mezzanine 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 InstructionDate: _________________________ TITLE Compliance Status Yes No ___________________________________________ By signing below, I DATE EXHIBIT D SECURED PROMISSORY NOTE (weTerm [A][B] Loan) 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: $[_____] Dated: [_________________ 2nd Signature ] FOR VALUE RECEIVED, the undersigned, CYTOSORBENTS CORPORATION, a Delaware corporation with offices located at 0 Xxxx Xxxx Xxxxx, Xxxxx X, Xxxxxxxx Xxxxxxxx, XX 00000 and CYTOSORBENTS MEDICAL, INC., a Delaware corporation with offices located at 0 Xxxx Xxxx Xxxxx, Xxxxx X, Xxxxxxxx Xxxxxxxx, XX 00000 (individually and collectively, jointly and severally “Borrower”) HEREBY PROMISES TO PAY to the order of WESTERN ALLIANCE BANK (“Bank”) the principal amount of FIVE MILLION DOLLARS ($5,000,000.00) or such lesser amount as shall equal the outstanding principal balance of the Term [A][B] Loan made to Borrower by the Bank, plus interest on the aggregate unpaid principal amount of such Term Loan, at the rates and in accordance with the terms of the Amended and Restated Loan and Security Agreement dated March 29, 2018 by and between Borrower and the Bank (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement. Any capitalized term not otherwise defined herein shall have the meaning attributed to such term in the Loan Agreement. Principal, interest and all other amounts due with respect to the Term [A][B] Loan, are payable in lawful money of the United States of America to the Bank as set forth in the Loan Agreement and this Secured Promissory Note (this “Note”). The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by the Bank and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. The Loan Agreement, among other things, (a) provides for the making of a secured Term [A][B] Loan by the Bank to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. This Note may not be prepaid except as set forth in Section 2.2 (c) and Section 2.2(d) of the Loan Agreement. This Note and the obligation of Borrower to repay the unpaid principal amount of the Term [A][B] Loan, interest on the Term [A][B] Loan and all other amounts due to the Bank under the Loan Agreement is secured under the Loan Agreement. Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by the Bank in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. This Note shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of California. The ownership of an interest in this Note shall be registered on a record of ownership maintained by the Bank or its agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if required): ______________________ Print Name/Title: __________________________ Print Name/Title: _______________________________ Telephone #: _____________________________ Telephone #: ___________________________________the transfer is registered on such record of ownership and the transferee is identified as the owner of an interest in the obligation. Borrower shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in this Note on the part of any other person or entity.

Appears in 1 contract

Samples: Loan and Security Agreement (Cytosorbents Corp)

Reporting Covenant Required Complies. Monthly consolidated and consolidating financial statements with Compliance Certificate + CC Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 270 90 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Annual Financial Projections Within A/R & A/P Agings Monthly within 30 days after Board approval days* Yes No 409A Valuation Report Annually or Borrowing Base Certificate Monthly within 30 days of Board approval days* Yes No The following Intellectual Property was registered after the Effective Date (*Or monthly within 20 days if no registrationsoutstanding Credit Extensions exist. FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ----------------- -------- ------ -------- Maintain on a Monthly Basis, state "None") unless otherwise stated: Minimum Adjusted Quick Ratio** 1.50:1.00 _____:1.00 Yes No Minimum Tangible Net Worth $5,000,000*** $______________________________ Yes No ** To be maintained at all times. *** plus 20% of new equity or quarterly profit. Have there been updates to Borrower's intellectual property? Yes / No Borrower only has deposit accounts located at the following institutions: . -------------------------------- -------------------------------- COMMENTS REGARDING EXCEPTIONS: See Attached. BANK USE ONLY -------------------------------- Sincerely, Received by: ------------------- AUTHORIZED SIGNER HEALTH GRADES, INC. Date: -------------------------- Verified: -------------------------- ---------------------- SIGNATURE AUTHORIZED SIGNER Date: -------------------------- -------------------------- TITLE Compliance Status: Yes No ------------------------------- -------------------------- DATE [SILICON VALLEY BANK LOGO] SILICON VALLEY BANK PRO FORMA INVOICE FOR LOAN CHARGES BORROWER: HEALTH GRADES, INC. LOAN OFFICER: KEVIN GROSSMAN DATE: FEBRUARY 14, 2005 REVOLVING LOAN FEE $3,500.00 UCC SEARCH FEE 200.00 TOTAL FEE DUE $3,700.00 ------------- ========= PLEASE INDICATE THE METHOD OF PAYMENT: { } A CHECK FOR THE TOTAL AMOUNT IS ATTACHED. { } DEBIT DDA # __________________ The following are FOR THE TOTAL AMOUNT. { } LOAN PROCEEDS BORROWER: BY: ----------------------------------------- (AUTHORIZED SIGNER) ---------------------------------------------- SILICON VALLEY BANK (DATE) ACCOUNT OFFICER'S SIGNATURE INTELLECTUAL PROPERTY SECURITY AGREEMENT This Intellectual Property Security Agreement is entered into as of the exceptions with respect to the certification above: Effective Date by and between SILICON VALLEY BANK (If no exceptions exist, state "No exceptions to note.Bank") QUANTENNA COMMUNICATIONSand HEALTH GRADES, INC. BANK USE ONLY Received by: _________________________ By: _____________________________ AUTHORIZED SIGNER Name: ___________________________ Date: _______________________________ Title: ____________________________ Verified: ____________________________ AUTHORIZED SIGNER Date: _______________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Date: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. 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 Mezzanine 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"Grantor").): _______ (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 #: ___________________________________

Appears in 1 contract

Samples: Loan and Security Agreement (Health Grades Inc)

Reporting Covenant Required Complies. Monthly consolidated and consolidating financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 270 90 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Annual Financial Board Approved Projections Within 30 days after Annually, as approved by Board approval Yes No 409A Valuation Report Annually or Borrowing Base Certificate Monthly within 30 days of Board approval Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state "None") _______________________________________________ The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONS, INC. BANK USE ONLY Received by: _________________________ By: _____________________________ AUTHORIZED SIGNER Name: ___________________________ Date: _______________________________ ___________________________________________________________________________________________ Financial Covenant Required Actual Complies Senior Leverage Ratio (Quarterly) 2.0: 1.0 _____:1.0 Yes No Minimum Fixed Charge Coverage Ratio (Quarterly) 1.25:1.0 _____:1.0 Yes No Liquidity (Monthly) $3,000,000 $______ Yes No Performance Pricing LIBOR Advance Primate Rate Advance Applies Senior Leverage Ratio < 1.00 LIBOR plus 2.75% Prime plus 1.00% Yes No Senior Leverage Ratio > 1.00 but less than 2.00 LIBOR plus 3.50% Prime plus 1.75% Yes No The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- NUMEREX CORP., as Parent By: Name: Title: BANK USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ____________________________ AUTHORIZED SIGNER authorized signer Date: _______________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Date: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. 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 Mezzanine 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 #: ___________________________________No

Appears in 1 contract

Samples: Loan and Security Agreement (Numerex Corp /Pa/)

Reporting Covenant Required Complies. Monthly consolidated and consolidating financial statements with Compliance Certificate Monthly within 30 20 days Yes No Annual financial statement (CPA Audited) FYE within 270 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Annual Financial Projections Within 30 days after Board approval Yes No 409A Valuation Report Annually or within 30 days of Board approval Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state "None") Covenant Required Actual Complies ------------------ -------- ------ -------- Maintain on a Monthly Basis: Minimum Quick Ratio 0.7:1.0 ___:1.0 Yes No Maximum Debt/Tangible Net Worth 1.75:1.0 ___:1.0 Yes No Maximum Inventory Days Sales 9.0 __________________________________ Yes No ---------------------------------- Comments Regarding Exceptions: See Attached BANK USE ONLY Received by: ------------------ Sincerely, AUTHORIZED SIGNER ------------------------------------------- SIGNATURE Date: ------------------------- ------------------------------------------- Verified: TITLE --------------------- AUTHORIZED SIGNER ------------------------------------------- DATE Date: ------------------------- Compliance Status: Yes No ---------------------------------- EXHIBIT C COMPLIANCE CERTIFICATE (Post Equity Event) TO: SILICON VALLEY BANK FROM: ONSALE, INC. The undersigned authorized officer of ONSALE, INC. hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the "Agreement"), (i) Borrower is in complete compliance for the period ending ________ The following are the exceptions with respect to the certification above: all required covenants except as noted below and (If no exceptions exist, state "No exceptions to note."ii) QUANTENNA COMMUNICATIONS, INC. BANK USE ONLY Received by: _________________________ By: _____________________________ AUTHORIZED SIGNER Name: ___________________________ Date: _______________________________ Title: ____________________________ Verified: ____________________________ AUTHORIZED SIGNER Date: _______________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Date: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. 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 of Borrower stated in the Mezzanine Loan and Security Agreement are true, true and 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 date hereof. Attached herewith are the required documents supporting the above is to be wiredcertification. 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 The Officer further certifies that my (our)funds transfer request shall be processed these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and subject are consistently applied from one period to the terms and conditions set forth next except as explained in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed an accompanying letter or footnotes. Please indicate compliance status by me (us). Authorized Signature: ______________________ 2nd Signature (if required): ______________________ Print Namecircling Yes/Title: __________________________ Print Name/Title: _______________________________ Telephone #: _____________________________ Telephone #: ___________________________________No under "Complies" column.

Appears in 1 contract

Samples: Loan and Security Agreement (Onsale Inc)

Reporting Covenant Required Complies. Monthly consolidated and consolidating financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 270 Operating Budget and Financial Projections Within 30 days after start of Fiscal Year Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Annual Financial Projections Within 30 A/R & A/P Agings and Reconciliations Monthly within 15 days after Board approval Yes No 409A Valuation Transaction Report Annually or Weekly and with each request for an Advance if Hard Credit Extensions outstanding; otherwise, monthly within 30 15 days of Board approval Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state "None") _______________________________________________ The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONS, INC. BANK USE ONLY Received by: _________________________ By: _____________________________ AUTHORIZED SIGNER NameFinancial Covenant Required Actual Complies Maintain on a Monthly Basis: Minimum Tangible Net Worth $1,500,000 plus (i) 50% o new equity an subordinated debt plus (ii) 50% of quarterly net income $_______ Yes No The following financial covenant analysis 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.”) ___________________________ Date: ___________________________________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ LANTRONIX, INC. By:__________________________ Name:________________________ Title:_________________________ BANK USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ____________________________ AUTHORIZED SIGNER authorized signer Date: _______________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 DateSchedule I to Compliance Certificate Financial Covenants of Borrower Dated: ______________________ LOAN PAYMENTTangible Net Worth (Section 6.9(a)) Required Amount: QUANTENNA COMMUNICATIONS. INC. From Account # ___________________________ To Account # ___________________________________ $1,500,000 plus (Deposit Account #i) 50% of consideration for equity securities and subordinated debt plus (Loan Account #ii) Principal $_______________________________ and/or Interest $ ________________________________ Authorized Signature: ______________________ Phone Number: _____________ Print Name/Title: __________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion 50% 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 Mezzanine 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 #: ___________________________________quarterly net income Actual:

Appears in 1 contract

Samples: Loan and Security Agreement (Lantronix Inc)

Reporting Covenant Required Complies. Monthly consolidated and consolidating Quarterly financial statements with Compliance Certificate Monthly Quarterly within 30 50 days Yes No Annual financial statement (CPA Audited) FYE within 270 95 days Yes No 10-Q, 10-K and 8-K 10Q Within 5 50 and 95 days after filing with SEC Yes No Annual Financial Projections Within 30 A/R & A/P Agings, Borrowing Base Cert. Monthly within 20 days after Board approval Yes No 409A Valuation Report Annually or within 30 days of Board approval Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state "None") Financial Covenant Required Actual Complies ------------------ -------- ------ -------- Maintain on a Quarterly Basis: Minimum Modified Quick Ratio 2.50:1.00 _______________________________________:1.00 Yes No Minimum Tangible Net Worth $45,000,000 $________ The following are the exceptions with respect to the certification aboveYes No Comments Regarding Exceptions: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONS, INCSee Attached. --------------------------------------------------- BANK USE ONLY Sincerely, Received by: _________________________ By: _____________________________ AUTHORIZED SIGNER Name: ___________________________ Date: _______________________________ Title: ____________________________ Verified: ____________________________ AUTHORIZED SIGNER Date: _______________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Date: ______________________ LOAN PAYMENT------------------------------------------------------------ Verified: QUANTENNA COMMUNICATIONS. 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 Mezzanine 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 toSIGNATURE AUTHORIZED SIGNER ------------------------------------------------------------ TITLE Date: _____________________________________________ Special Instruction: _______________________________________________ By signing ------------------------------------------------------------ Compliance Status Yes No DATE --------------------------------------------------- EXHIBIT F PROMISSORY NOTE $ 10,000,000 Palo Alto, California March 29, 2001 On the Maturity Date, the undersigned, for value received, promises to pay to the order of Imperial Bank, as agent pursuant to the Loan Agreement referred to below, I for Imperial Bank (we"Payee"), at the office of Imperial Bank, located at 5 Palo Alto Square, Suite 800, 3000 El Camino Real, Palo Alto, Xxxxxxxxxx 00000, xxx xxxxxxxal xxx xxxxx xx xxx xxxxxx xx (x) acknowledge Xxx Xxxxxxx Xxxxxrs ($10,000,000) representing Payee's Commitment or (b) the aggregate unpaid principal amount of all Loans made by Payee to the undersigned pursuant to that certain Loan and agree that my (our)funds transfer request Security Agreement, dated as of March 29, 2001, and as from time to time amended, modified or supplemented, the "Loan Agreement"), by and between the undersigned and the Payee. Terms defined in the Loan Agreement and not otherwise defined herein shall have the same respective meanings when used herein. The unpaid principal balance hereof from time to time outstanding shall bear interest from the date of disbursement until the Maturity Date at the rates specified in the Loan Agreement. Interest on the Loan shall be processed paid in accordance with arrears on each Interest Payment Date. Interest shall also be paid on the date of any prepayment for the portion of the Loan so prepaid, and upon payment (including prepayment) in full thereof and, during the existence of any Event of Default, interest shall be paid on demand of the Payee. Interest shall be computed for the actual number of days elapsed as provided in the Loan Agreement. Payments of both principal and interest are to be made in immediately available funds in lawful money of the United States of America. This Note evidences indebtedness incurred under, and is subject to the terms and conditions set forth in provisions of, the agreements(s) covering funds transfer service(s)Loan Agreement, to which agreements(s) were previously received Loan Agreement reference is hereby made for a statement of said terms and executed provisions, including those under which this Note may be paid prior to its due date or under which its due date may be accelerated, and for a description of the security for this Note. This Note is made under and governed by me (us)the internal laws of the State of California. Authorized SignaturePUMATECH, INC. By: ______________________ 2nd Signature (if required): ______________________ Print Name/------------------------------- Title: __________________________ Print Name/Title: _______________________________ Telephone #: _____________________________ Telephone #: ___________________________________SCHEDULE OF EXCEPTIONS Permitted Indebtedness (Exhibit A) Permitted Investments (Exhibit A) Permitted Liens (Exhibit A) Prior Names (Section 5.6) Litigation (Section 5.6)

Appears in 1 contract

Samples: Loan and Security Agreement (Pumatech Inc)

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Reporting Covenant Required Complies. Monthly consolidated and consolidating Quarterly financial statements with Compliance Certificate Monthly Quarterly within 30 45 days Yes No Annual financial statement (CPA Audited) FYE within 270 90 days Yes No Board approved Operating Budget FYE within 45 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Annual Financial Projections Within 30 days after Board approval Yes No 409A Valuation Report Annually or within 30 days of Board approval Yes No The following Intellectual Property was registered (or a registration application submitted) after the 2014 Effective Date (if no registrations, state "None") _______________________________________________ The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONS, INC. BANK USE ONLY Received by: _________________________ By: _____________________________ AUTHORIZED SIGNER Name: ___________________________ Date: _______________________________ ___________________________________________________________________________________________ Financial Covenant Required Actual Complies Leverage Ratio (Quarterly) * _____:1.0 Yes No Minimum Fixed Charge Coverage Ratio (Quarterly) ** _____:1.0 Yes No Liquidity (Quarterly) $5,000,000 $______ Yes No Performance Pricing LIBOR Advance Primate Rate Advance Applies Leverage Ratio < 1.00 LIBOR plus 2.25% Prime plus 1.25% Yes No Leverage Ratio > 1.00 but less than 2.00 LIBOR plus 2.75% Prime plus 1.75% Yes No Leverage Ratio > 2.00 LIBOR plus 3.25% Prime plus 2.25% Yes No *As set forth in Section 6.7(b) of the Agreement. **As set forth in Section 6.7(c) of the Agreement. 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.”) --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- NUMEREX CORP., as agent By: Name: Title: BANK USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ____________________________ AUTHORIZED SIGNER authorized signer Date: _______________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Date: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. 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 Mezzanine 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 #: ___________________________________No

Appears in 1 contract

Samples: Loan and Security Agreement (Numerex Corp /Pa/)

Reporting Covenant Required Complies. Monthly consolidated and consolidating financial statements with Financial Statements Monthly within 30 days Yes No Audited Financial Statements Annually within 120 days after FYE Yes No Board Approved Projections Annually within 30 days after FYE Yes No Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 270 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Annual Financial Projections Within 30 days after Board approval Yes No 409A Valuation Report Annually or within 30 days of Board approval Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state "None") _______________________________________________ The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONS------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ MELA SCIENCES, INC. BANK By: Name: Title: AGENT USE ONLY Received by: _________________________ By: _____________________________ AUTHORIZED SIGNER Name: ___________________________ authorized signer Date: _______________________________ Title: ____________________________ Verified: ____________________________ AUTHORIZED SIGNER authorized signer Date: _______________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST CREDIT EXTENSION FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Deadline is Noon New York Time Date: ____________________, 201__ LOAN PAYMENTLoan Advance: QUANTENNA COMMUNICATIONS. INC. From Account # ___________________________ To Account # _____________________________________________________________________________ (Deposit Account #) (Loan Account #) Principal $Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire _______________________________ and/or Interest $ _________________________________________________________________________ Authorized Signature: From Account #______________________ 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 $, ___________________________ Requested Date of Advance (subject to requirements of Credit Agreement): ______________ All Borrower's representations and warranties in the Mezzanine Loan Credit 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 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: $______________________________ Amount of Wire: $ Beneficiary Bank: ________________________ Account NumberLender: _______________________________ Account Number: City and State: ___________________________ Beneficiary Bank Lender Transit (ABA) #: ___________ Beneficiary Bank Lender Code (Swift, Sort. , Chip, etc.): _______ (For International Wire Only) Intermediary BankLender: ________________________ Transit (ABA) #: ________________________________ For Further Credit to: _____________________________________________ Special Instruction: _______________________________________________ By signing below, I (we) acknowledge and agree that my (our)funds 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)me. Authorized Signature: ___________________________ 2nd Signature (if required): ________________________ Print Name/Title: ______________________________ Print Name/Title: _______________________________ Telephone #: _____________________________ Telephone #: ___________________________________

Appears in 1 contract

Samples: Credit and Security Agreement (STRATA Skin Sciences, Inc.)

Reporting Covenant Required Complies. Monthly consolidated and consolidating Quarterly financial statements with Compliance Certificate Monthly Quarterly within 30 days Yes No Annual Audited financial statement (CPA Audited) FYE within 270 days Yes No statements 10-Q, 10-K and 8-K Annually within 120 days of FYE Within 5 days after filing with SEC Yes No Yes No Transaction Report, A/R & A/P Agings Quarterly within 30 days Yes No Collateral Audit Annually, unless conditions Warrant. Requirement waived if no amounts are outstanding on the LOC Yes No Annual Financial Projections financial projections Within 30 days after Board approval of FYE Yes No 409A Valuation Report Annually or within 30 days Financial Covenant Required Actual Complies Maintain at all times (measured quarterly) Minimum Tangible Net Worth $ 2,500,000 * $ Yes No *plus 25% of Board approval quarterly Net Income, Subordinated Debt and new equity EBITDA (after Permitted Acquisition) trailing 6 months $ 1.00 $ Yes No The following Intellectual Property was registered after financial covenant analys[is][es] and information set forth in Schedule 1, if any, attached hereto are true and accurate as of the Effective Date (if no registrations, state "None") _______________________________________________ date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONSSAJAN, INC. ., a Delaware corporation BANK USE ONLY Received by: _________________________ By: _____________________________ AUTHORIZED SIGNER authorized signer Name: ___________________________ Date: ______:_________________________ Title: ____________________________ Verified: ____________________________ AUTHORIZED SIGNER authorized signer Date: ______:_________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Date: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. 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 Mezzanine 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 #: ___________________________________No

Appears in 1 contract

Samples: Loan and Security Agreement (Sajan Inc)

Reporting Covenant Required Complies. Monthly consolidated and consolidating Annual financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 270 90 days Yes No Quarterly financial statements and Compliance Certificate Prior to each Credit Extension, and monthly within 30 days Yes No Monthly cash balances statement Prior to each Credit Extension, and monthly within 30 days Yes No 10-Q, 10-K and 8-K 10Q Within 5 days after of filing with SEC Yes No Annual Financial Projections Within operating budget, sales projections and operating plans approved by board of directors Annually no later than 30 days after Board approval prior to the beginning of each fiscal year Yes No 409A Valuation Report Annually or within 30 days of Board approval Yes No The following Intellectual Property was registered Monthly Cash Burn (after the Effective Date (if no registrations, state "None") Closing Date)[1]: ___________ Unrestricted deposits with Bank $____________ Covenant At all times after the Closing Date unrestricted cash and cash equivalents held at accounts at the Bank must be greater than or equal to three time the Monthly Cash Burn Yes No At all times on and after the Funding Date of Term B Loan, Parent must achieve 75% of the trailing 6-month consolidated revenue Yes No ___________________________________________ The following are 1 Please attach separate sheet showing the exceptions calculation Deposit balances with respect to the certification above: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONS, INC. BANK USE ONLY Received by: ______Bank $ ___________________ By: __________Deposit balance outside Bank $ ___________________ AUTHORIZED SIGNER NameComments Regarding Exceptions: ___________________________ DateSee Attached. BANK USE ONLY Received by: _______________________________ Title: ____________________________ Verified: ____________________________ Sincerely, AUTHORIZED SIGNER Date: _______________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Date: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. 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 Mezzanine 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 InstructionVerified: ____SIGNATURE AUTHORIZED SIGNER ___________________________________________ 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 SignatureDate: ______________________ 2nd Signature (if required): ______________________ Print Name/Title: __________________________ Print Name/Title: _______________________________ Telephone #: _____________________________ Telephone #: TITLE Compliance Status Yes No ___________________________________________ DATE Exhibit B EXHIBIT D SECURED PROMISSORY NOTE (Term [A][B] Loan) $[_____] Dated: [_____] FOR VALUE RECEIVED, the undersigned, FENNEC PHARMACEUTICALS, INC., a Delaware corporation with offices located at 68 XX Xxxxxxxxx Drive, Research Xxxxxxxx Xxxx, XX 00000 (“Borrower”) HEREBY PROMISES TO PAY to the order of WESTERN ALLIANCE BANK (“Bank”) the principal amount of [___] DOLLARS ($[____]) or such lesser amount as shall equal the outstanding principal balance of the Term [A][B] Loan made to Borrower by the Bank, plus interest on the aggregate unpaid principal amount of such Term [A][B] Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated February 1, 2019 by and between Borrower and the Bank (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement. Any capitalized term not otherwise defined herein shall have the meaning attributed to such term in the Loan Agreement. Principal, interest and all other amounts due with respect to the Term [A][B] Loan, are payable in lawful money of the United States of America to the Bank as set forth in the Loan Agreement and this Secured Promissory Note (this “Note”). The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by the Bank and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. The Loan Agreement, among other things, (a) provides for the making of a secured Term [A][B] Loan by the Bank to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. This Note may not be prepaid except as set forth in Section 2.2 (c) and Section 2.2(d) of the Loan Agreement. This Note and the obligation of Borrower to repay the unpaid principal amount of the Term [A][B] Loan, interest on the Term [A][B] Loan and all other amounts due to the Bank under the Loan Agreement is secured under the Loan Agreement. Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by the Bank in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. This Note shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of California. The ownership of an interest in this Note shall be registered on a record of ownership maintained by the Bank or its agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the transfer is registered on such record of ownership and the transferee is identified as the owner of an interest in the obligation. Borrower shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in this Note on the part of any other person or entity.

Appears in 1 contract

Samples: Loan and Security Agreement (Fennec Pharmaceuticals Inc.)

Reporting Covenant Required Complies. Monthly consolidated and consolidating financial statements with Compliance Certificate + CC Monthly within 30 days Yes No Annual financial statement (CPA Audited) FYE within 270 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Annual Financial Projections Within 30 days after Board approval Covenant Required Actual Complies ------------------ -------- ------ -------- Maintain on a Monthly Basis: Minimum Quick Ratio 2.00:1.00 _____:1.00 Yes No 409A Valuation Report Annually or within 30 days of Board approval Maximum Debt/Tangible Net Worth 1.00:1.00 _____:1.00 Yes No The following Intellectual Property was registered after Profitability: Quarterly $_________ Yes No Losses not to exceed: $2,000,000 for the Effective Date (if no registrationsfiscal quarter ended June 30, state "None") 1999 Yes No Comments Regarding Exceptions: ---------------------------------------- See Attached. BANK USE ONLY Received by: ___________________________ Sincerely, AUTHORIZED SIGNER Spectrian Corporation Date: __________________________________ The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONS, INC. BANK USE ONLY Received by: _________________________ By: _____________________________ AUTHORIZED SIGNER Name: ___________________________ Date: _______________________________ Title: ____________________________ Verified: ______________________________ SIGNATURE AUTHORIZED SIGNER Date: __________________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Date: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. INC. From Account # ___________________________ To Account TITLE Compliance Status: Yes No ---------------------------------------- ________________________________ DATE [GRAPHIC OMITTED] SILICON VALLEY BANK PRO FORMA INVOICE FOR LOAN CHARGES BORROWER: Spectrian Corporation LOAN OFFICER: Xxxxx X. Xxxxx DATE: August 9, 1999 Revolving Loan Fee $3,500.00 UCC Search Fee 75.00 Documentation Fee 250.00 TOTAL FEE DUE $3,825.00 ------------- ========= Please indicate the method of payment: { } A check for the total amount is attached. { } Debit DDA # __________________ for the total amount. { } Loan proceeds Borrower: By: _______________________________________ (Deposit Account #Authorized Signer) (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 Mezzanine 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 InstructionSilicon Valley Bank (Date) Account Officer's Signature CORPORATE BORROWING RESOLUTION Borrower: ________________________Spectrian Corporation Bank: Silicon Valley Bank 000 X. Xxxx Xxxxx 0000 Xxxxxx Xxxxx Xxxxxxxxx, XX 00000 Xxxxx Xxxxx, XX 00000-0000 I, the Secretary or Assistant Secretary of Spectrian Corporation ("Borrower"), CERTIFY that Borrower is a corporation existing under the laws of the State of Delaware. I certify that at a meeting of Borrower's Directors (or by other authorized corporate action) duly held the following resolutions were adopted. It is resolved that any one of the following officers of Borrower, whose name, title and signature is below: NAMES POSITIONS ACTUAL SIGNATURES ----- --------- ----------------- _______________________ 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 #: _______________________ _______________________ _______________________ _______________________ _______________________ _______________________ _______________________ _______________________ may act for Borrower and: Borrow Money. Borrow money from Silicon Valley Bank ("Bank").

Appears in 1 contract

Samples: Loan and Security Agreement (Spectrian Corp /Ca/)

Reporting Covenant Required Complies. Monthly consolidated Financial Reports [Reserved] Yes No Compliance Certificate Commencing on the date of the Initial Borrowing, monthly within 30 days Yes No Borrowing Base Certificate Commencing on the date of the Initial Borrowing and consolidating prior to the Accounts Receivable Triggering Event, monthly within 30 days and upon each request for a Credit Extension Yes No Quarterly financial statements with Compliance Certificate Monthly Commencing on the date of the Initial Borrowing, quarterly within 30 45 days Yes No Annual financial statement (CPA Audited) FYE within 270 + XX XXX within150 days Yes No 10-Q, 10-K A/R & A/P Agings and 8-K Within 5 Deferred Revenue reports (as necessary) Monthly within 15 days after filing with SEC Yes No Annual Financial Projections Within 30 days Transaction Reports Commencing on the date of the Initial Eligible Accounts Borrowing and after Board approval Yes No 409A Valuation Report Annually or the Accounts Receivable Triggering Event, monthly within 30 days of Board approval and upon each request for a Credit Extension Yes No Projections FYE within 30 days, and as amended and/or updated Yes No Cash Burn Certificate and supporting ledger reports Monthly within 20 days Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state "None") ____________________________________________________________________________ Performance Pricing Applies AQR > 1.50:100 Prime + 1.00% Yes No AQR < 1.50:100 Prime + 2.00% Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONSDelcath Systems, INC. Inc. BANK USE ONLY Received by: _________________________ AUTHORIZED SINGER By: _____________________________ AUTHORIZED SIGNER Name: ___________________________ Date: _______________________________ Title: ____________________________ Verified: _____________________________ AUTHORIZED SIGNER SINGER Date: _______________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Date: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. 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 Mezzanine 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 #: ___________________________________No

Appears in 1 contract

Samples: Loan and Security Agreement (Delcath Systems Inc)

Reporting Covenant Required Complies. Transaction Report Weekly within 5 Business Days or monthly within 20 days if Borrower qualifies for Month Reporting Option + before each Advance Yes No Monthly consolidated and consolidating unaudited financial statements with Compliance Certificate Monthly within 30 45 days Yes No Annual financial statement (CPA Audited) FYE within 270 120 days Yes No Financial projections, and/or financial information used in the preparation thereof Within 45 days of FYE Yes No 10-Q, 10-K and 8-K if not available on XXXXX Within 5 days after filing with SEC Yes No Annual Financial Projections Within 30 A/R & A/P Agings, Deferred Revenue Report Monthly within 20 days after Board approval Yes No 409A Valuation Report Annually or within 30 days Financial Covenant Required Actual Complies Unrestricted balance sheet cash and Cash Equivalents (net of Board approval amounts outstanding under the Term Loan) to be maintained on the last day of each month $6,000,000 $ Yes No Minimum EBITDA* *see Schedule 1 for a breakdown of EBITDA calculations $500,000 from Effective Date until 2/28/06 $750,000 from 3/1/06 and thereafter $ Yes No The following Intellectual Property was registered after financial covenant information set forth in Schedule 1 attached hereto is true and accurate as of the Effective Date date of this Certificate. The following are the exceptions with respect to the certification above: (if If no registrationsexceptions exist, state "None"“No exceptions to note.”) _______________________________________________ The following are the exceptions with respect to the certification above: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONS, INC. BANK USE ONLY Received by: _________________________ By: _____________________________ AUTHORIZED SIGNER Name: ___________________________ Date: _______________________________ Title: ____________________________ Verified: ____________________________ AUTHORIZED SIGNER Date: _______________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Date: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. 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 Mezzanine 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 #: ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ SABA SOFTWARE, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Name: Date: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No Schedule 1 to Compliance Certificate Dated: EBITDA (Section 6.9(b)) Required: See chart below Period EBITDA Effective Date through February 28, 2006 $ 500,000 March 1, 2006 and thereafter $ 750,000 Actual:

Appears in 1 contract

Samples: Loan and Security Agreement (Saba Software Inc)

Reporting Covenant Required Complies. Monthly consolidated and consolidating financial statements with Compliance Certificate Monthly within 30 days Yes [ ] No [ ] Annual financial statement (CPA Audited) FYE within 270 days 120 days* Yes [ ] No 10-Q, 10-K [ ] Total amount of Borrower's cash and 8-K Within 5 days after filing with SEC Yes No Annual Financial Projections Within 30 days after Board approval Yes No 409A Valuation Report Annually or within 30 days of Board approval Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state "None") investments Amount: $________ Yes [ ] No [ ] Total amount of Borrower's cash and investments Amount: $________ Yes [ ] No [ ] maintained with Bank A/R & A/P Agings, Borrowing Base Cert. 1st & 15th of each month Yes [ ] No [ ] A/R Audit Semi-Annual Yes [ ] No [ ] FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------------- Maximum Net Loss** $1.00 $________ Yes [ ] No [ ] Adjusted Quick Ratio** 1.10:1.00 ____:1.00 Yes [ ] No [ ] Minimum Cash at Bank $750,000 $__________________ Yes [ ] No [ ] $2.5MM New Equity 6/15/05 _________ The following are the exceptions with respect to the certification aboveYes [ ] No [ ] $2.5MM Term Sheet 5/2/05 Yes [ ] No [ ] * August 31, 2005 for FYE 12/31/2005 ** Waived through 6/30/05 Comments Regarding Exceptions: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONS, INCSee Attached. BANK USE ONLY Received by: _________________________ By: _____________________________ AUTHORIZED SIGNER Name: ___________________________ Date: _______________________________ Title: ____________________________ Verified: ____________________________ ---------------------------------------- Sincerely, AUTHORIZED SIGNER Date: _______________________________ Compliance Status----------------------------------------------- Verified: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 -------------------------------------------- ------------------------------------------- SIGNATURE AUTHORIZED SIGNER Date: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. 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 -------------------------------------------- ----------------------------------------------- TITLE Compliance Status Yes [ ] No [ ] -------------------------------------------- DATE This Third Amendment to Amended and warranties in the Mezzanine Restated 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 is entered into as of such date: Authorized Signature: ___________________ Phone Number: ___________________________ Print Name/Title: _______________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from August 22, 2005 (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"Amendment"), which agreements(sby and between COMERICA BANK ("Bank") were previously received and executed by me SOUNDBITE COMMUNICATIONS, INC. (us"Borrower"). Authorized Signature: ______________________ 2nd Signature (if required): ______________________ Print Name/Title: __________________________ Print Name/Title: _______________________________ Telephone #: _____________________________ Telephone #: ___________________________________.

Appears in 1 contract

Samples: Loan and Security Agreement (Soundbite Communications Inc)

Reporting Covenant Required Complies. Monthly consolidated and consolidating financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement 10K and 10Q (CPA Auditedas applicable) FYE Yes No A/R & A/P Agings, Borrowing Base Cert. Monthly within 270 20 days Yes No 10-Q, 10-K A/R Audit Initial and 8-K Within 5 days after filing with SEC Annual Yes No Annual Financial Projections Within 30 days after Board approval Yes No 409A Valuation IP Report Annually or Quarterly within 30 days of Board approval Yes No The following Intellectual Property was registered after FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Monthly Basis: Minimum Adjusted Quick Ratio 1.5:1.00 _____:1.00 Yes No Minimum EBITDA $________ $_________ Yes No Total Liabilities - Convertible Subordinated 2.25:1 _____:1.00 Yes No Debt/Tangible Net Worth and Convertible Subordinated Debt COMMENTS REGARDING EXCEPTIONS: See Attached. BANK USE ONLY Received by: ----------------------------------------------------- Sincerely, AUTHORIZED SIGNER Date: ------------------------------------------------------------ Verified: ----------------------------------------------- -------------------------------------------------------- SIGNATURE AUTHORIZED SIGNER Date: ----------------------------------------------- ------------------------------------------------------------ TITLE Compliance Status Yes No ----------------------------------------------- DATE SCHEDULE OF EXCEPTIONS Permitted Indebtedness (Exhibit A) None. Permitted Investments (Exhibit A) Borrower may pay operating expenses (not to exceed $500,000 in any one year) and salaries of employees of ServiceWare Limited, Borrower's wholly-owned subsidiary formed and located in the Effective Date United Kingdom. Permitted Liens (if no registrations, state "Exhibit A) None". Other Collateral (Section 5.3) Borrower maintains cash investments in deposit account number _____________ with X.X. Xxxxxxxxx, Towbin. Prior Names (Section 5.5) None. Litigation (Section 5.6) None. Inbound Collateral (Section 5.12) None. COMERICA BANK - CALIFORNIA MEMBER FDIC ITEMIZATION OF AMOUNT FINANCED DISBURSEMENT INSTRUCTIONS (REVOLVER) Name(s): ServiceWare Technologies, Inc. Date: $ credited to deposit account No. _____________________ when Advances are requested or disbursed to Borrower by cashiers check or wire transfer Amounts paid to others on your behalf: $18,750 to Comerica Bank - California for Loan Fee $ to Comerica Bank - California for accounts receivable audit (estimate) $ to Bank counsel fees and expenses $ to _______________ The following are the exceptions with respect $ to the certification above: (If no exceptions exist, state "No exceptions to note.") QUANTENNA COMMUNICATIONS, INC. BANK USE ONLY Received by: _________________________ By$ TOTAL (AMOUNT FINANCED) Upon consummation of this transaction, this document will also serve as the authorization for Comerica Bank - California to disburse the loan proceeds as stated above. ----------------------------------- ---------------------------------------- Signature Signature COMERICA BANK - CALIFORNIA MEMBER FDIC ITEMIZATION OF AMOUNT FINANCED DISBURSEMENT INSTRUCTIONS (TERM LOAN) Name(s): ServiceWare Technologies, Inc. Date: $ credited to deposit account No. _______________ when Advances are requested or disbursed to Borrower by cashiers check or wire transfer Amounts paid to others on your behalf: $ to Comerica Bank - California for Loan Fee $ to Comerica Bank - California for accounts receivable audit (estimate) $ to Bank counsel fees and expenses $ to _______________ AUTHORIZED SIGNER Name: ____________$ to _______________ $ TOTAL (AMOUNT FINANCED) Upon consummation of this transaction, this document will also serve as the authorization for Comerica Bank - California to disburse the loan proceeds as stated above. ----------------------------------- ---------------------------------------- Signature Signature AGREEMENT TO PROVIDE INSURANCE TO: COMERICA BANK-CALIFORNIA Date: _______________________________ TitleOctober 16, 2002 Loan Documentation Services Operations 0000 X. Xx Xxxxxxx Blvd. 14th Floor Inglewood, CA 90301 Borrower: ____________________________ Verified: ____________________________ AUTHORIZED SIGNER Date: _______________________________ Compliance Status: Yes No EXHIBIT C - LOAN PAYMENTIADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: (000) 000-0000 Date: ______________________ LOAN PAYMENT: QUANTENNA COMMUNICATIONS. 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 ServiceWare Technologies, Inc. In consideration of 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 Mezzanine Loan amount of $2,500,000 secured by all tangible personal property including inventory 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, etcequipment.): _______ (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 #: ___________________________________

Appears in 1 contract

Samples: Loan and Security Agreement (Serviceware Technologies Inc/ Pa)

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