Common use of ATTACHMENT TO ADVANCE REQUEST Clause in Contracts

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALS, INC. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 SECURED TERM PROMISSORY NOTE $ Advance Date: , 201 Maturity Date: July 1, 2015 FOR VALUE RECEIVED, CONCERT PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of ($ ) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December , 2011, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth of Massachusetts. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth of Massachusetts, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CONCERT PHARMACEUTICALS, INC. By: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 2 contracts

Samples: Loan and Security Agreement (Concert Pharmaceuticals, Inc.), Loan and Security Agreement (Concert Pharmaceuticals, Inc.)

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ATTACHMENT TO ADVANCE REQUEST. Dated: ___________________ Borrower hereby represents and warrants to Lender that Borrower’s 's current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALS, INC. QuatRx Pharmaceuticals Company Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 ______________________________ Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxxthe street addresses, xxxxxxcities, xxxxxx states and postal codes of its current owned xxxxxxxxx xxx xx xxxxxxx: Xxxef Executive Office and leased locations are as followsPrincipal Place of Business: _________________________ _________________________ Locations of Collateral: _________________________ _________________________ _________________________ EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ $18,000,000 Advance Date: January 26, 201 2006 Maturity Date: July 1January 26, 2015 2010 FOR VALUE RECEIVED, CONCERT PHARMACEUTICALS, INC.QUATRX PHARMACEUTICALS COMPANY, a Delaware corporation corporation, for itself and each of its Subsidiaries (the "Borrower") hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Note (the "Lender") at 000 Xxxxxxxx Xxxxxx525 University Avenue, Suite 310700, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory xxxxx xx xxxxxxx xx xxx xxxxxx xx xxxx Xxxxxxx Xxxxxxsory Note (this "Promissory Note") may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Eighteen Million Dollars ($ $18,000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate prime rate as reported in The the Wall Street Journal minus 5.25Journal, and if not reported, then the prime rate next reported in the Wall Street Journal, plus three percentage points (3.00%, not in any case to exceed 11.0% ) per annum, annum based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December January 26, 20112006, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "Loan Agreement"), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Reference to the Loan Agreement shall not affect or impair the absolute and unconditional obligation of the Borrowers to pay all principal and interest and premium, if any, under this Promissory Note upon demand or as otherwise provided herein Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: CONCERT PHARMACEUTICALS, INC. QUATRX PHARMACEUTICALS COMPANY By: ------------------------------------ Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER---------------------------------

Appears in 2 contracts

Samples: Loan and Security Agreement (Quatrx Pharmaceuticals Co), Loan and Security Agreement (Quatrx Pharmaceuticals Co)

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender that Borrower’s 's current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALS, INC. Type of organization: Corporation State of organization: Delaware [ ] Organization file number: 4141420 Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 B: SECURED TERM PROMISSORY NOTE $ $[ ],000,000 Advance Date: , 201 20XX Maturity Date: July 1MONTH DAY, 2015 YEAR FOR VALUE RECEIVED, CONCERT PHARMACEUTICALS, INC.INSERT BORROWER LEGAL NAME●, a [Delaware corporation corporation] (the "Borrower") hereby promises to pay to the order of Hercules Technology Growth CapitalINSERT LENDER LEGAL NAME●, Inc. a INSERT LENDER ENTITY TYPE● or the holder of this Note (the "Lender") at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 INSERT ADDRESS FOR PAYMENT● or such other place of payment as the holder of this Secured Term Promissory Note (this "Promissory Note") may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate per annum equal to the greater sum of (a1) 8.50% per annum and (b) 8.50% plus the United States Prime Rate prime rate as reported in The the Wall Street Journal minus 5.25Journal, and if not reported, then the prime rate next reported in the Wall Street Journal, and (2) ●%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. The Term Loan Interest Rate will float and change on the day the Prime Rate changes from time to time. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December as of MONTH● DAY●, 2011YEAR●, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "Loan Agreement"), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of Massachusetts. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of Massachusetts, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CONCERT PHARMACEUTICALS, INC. INSERT BORROWER LEGAL NAME● By: Title: EXHIBIT C C: NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 2 contracts

Samples: Loan and Security Agreement, Loan and Security Agreement

ATTACHMENT TO ADVANCE REQUEST. Dated: _______________________ Borrower hereby represents and warrants to Lender Agent that Borrowereach Loan Party’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALS, INC. [ ] Type of organization: Corporation [ ] State of organization: Delaware [ ] Organization file number: 4141420 [ ] Borrower hereby represents and warrants to Lender Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its the Loan Parties’ current owned and leased locations are as follows: [●] EXHIBIT B-1 SECURED TERM PROMISSORY NOTE $ Advance Date: E COMPLIANCE CERTIFICATE FP Credit Partners, 201 Maturity Date: July 1, 2015 FOR VALUE RECEIVED, CONCERT PHARMACEUTICALS, INC., a Delaware corporation L.P. (the BorrowerAgent”) hereby promises One Letterman Drive Building C – Xxxxx 000 Xxx Xxxxxxxxx, XX 00000 Email: xxxxxxxx@xxxxxxxxxxxxxxxxx.xxx Attn: Xxxxxx Xxxxxxxx – Spire Global Reference is made to pay to the order of Hercules Technology Growth Capital, Inc. or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of ($ ) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December April 15, 2011, by 2021 and between Borrower and Lender the Loan Documents (as the same defined therein) entered into in connection with such Loan and Security Agreement all as may be amended from time to time be amended, modified or supplemented in accordance with its terms, (hereinafter referred to collectively as the “Loan Agreement”) by and among FP Credit Partners, L.P., in its capacity as administrative agent and collateral agent for itself and the Lenders (the “Agent”), the several banks and is entitled other financial institutions or entities from time to time party thereto (collectively, the benefit and security of “Lender”), Spire Global, Inc. (the Loan Agreement “Borrower”) and the other Loan Documents (Guarantors. All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement). The undersigned is the [Chief Executive Officer][Chief Financial Officer] of Borrower, to which reference is made for a statement knowledgeable of all financial matters of the Loan Parties, and is authorized to provide certification of information regarding the Loan Parties; hereby certifies, in such capacity, that in accordance with the terms and conditions thereof. All payments shall be made in accordance with of the Loan Agreement. All , the Loan Parties in compliance for the period ending [ ] of all covenants, conditions and terms defined and hereby reaffirms that all representations and warranties contained therein are true and correct on and as of the date of this Compliance Certificate with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties shall be true and correct as of such earlier date), after giving effect in all cases to any standard(s) of materiality contained in the Loan Agreement shall have as to such representations and warranties. Attached are the required documents supporting the above certification. The undersigned further certifies that these are prepared in accordance with GAAP (except for the absence of footnotes with respect to unaudited financial statement and subject to normal year-end adjustments) and are consistent from one period to the next except as explained below. REPORTING REQUIREMENT REQUIRED CHECK IF ATTACHED Monthly Financial Statements Within 30 days after the end of each month1 [ ] Interim Financial Statements Quarterly within 45 days2 [ ] Audited Financial Statements FYE within [180][90] days3 [ ] 1 Applies only prior to the consummation of a Qualifying IPO. 2 After the consummation of a Qualifying IPO, for first three quarters only. 3 Prior to the consummation of a Qualifying IPO, 180 days and after the consummation of a Qualifying IPO, 90 days. Budget and Projections Annually, within 60 days of fiscal year end, and promptly upon any update presented to the Board [ ] Stockholder Reports Promptly [ ] Minimum Qualified Cash Calculations Subject to Section 7.20, quarterly within 45 days [ ] Copies of Board notices, minutes, consents and other materials At the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment time and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth same manner as provided to directors4 [ ] 409A Valuation Within 30 days of Massachusetts. This Promissory Note shall be governed by receipt5 [ ] CAP ACTUAL Capital leases and construed Purchase Money Obligations $1,000,000 [ ] In compliance FINANCIAL COVENANTS REQUIRED ACTUAL Qualified Cash $15,000,000 [ ] In compliance CONSOLIDATED EBITDA Consolidated EBITDA of Borrower and enforced in accordance with, its Subsidiaries on a consolidated basis for the laws most recently completed fiscal quarter prior to the date of this certificate (the Commonwealth of Massachusetts, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CONCERT PHARMACEUTICALS, INC. By: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER“Subject Period”):

Appears in 2 contracts

Samples: Loan and Security Agreement (Spire Global, Inc.), Loan and Security Agreement (NavSight Holdings, Inc.)

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender Agent that Borrower’s 's current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALS, INC. Cerecor Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 Borrower hereby represents and warrants to Lender Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: 31 EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ $[ ],000,000 Advance Date: , 201 20[ ] Maturity Date: July 1, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALS, CERECOR INC., a Delaware corporation corporation, for itself and each of its Domestic Subsidiaries (the "Borrower") hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Note (the "Lender") at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this "Promissory Note") may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Term Loan Interest Rate as reported such term is defined in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that that certain Loan and Security Agreement dated December August 19, 20112014, by and between Borrower among Borrower, Hercules Technology Growth Capital, Inc., a Maryland corporation (the "Agent") and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "Loan Agreement"). This Promissory Note is the Term Note referred to in, and is executed and delivered in connection with, the Loan Agreement, and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS DOMESTIC SUBSIDIARIES: CONCERT PHARMACEUTICALS, CERECOR INC. By: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 2 contracts

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

ATTACHMENT TO ADVANCE REQUEST. Dated: _______________________ Borrower hereby represents and warrants to Lender that Borrower’s and each Guarantor’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALS, INC. [______________________________________] Type of organization: Corporation [______________________________________] State of organization: Delaware [______________________________________] Organization file number: 4141420 [______________________________________] Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its and each Guarantor’s current owned and leased locations are as follows: EXHIBIT B-1 FORM OF SECURED TERM REVOLVING PROMISSORY NOTE $ Advance Date: , 201 Maturity Date: July 1$6,000,000 June [___], 2015 FOR VALUE RECEIVED, CONCERT PHARMACEUTICALS, INC.Unify Corporation, a Delaware corporation corporation, for itself and each of its Subsidiaries (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth CapitalII, Inc. L.P., a Delaware limited partnership or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Revolving Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Six Million Dollars ($ $6,000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal thereon, all as provided in the Loan Agreement referred to the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. below This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December as of June [___], 20112010 among Borrower, by and between Borrower the Guarantors party thereto from time to time, and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERUNIFY CORPORATION By: CONCERT PHARMACEUTICALSTitle: EXHIBIT B-2 FORM OF SECURED TERM PROMISSORY NOTE $24,000,000 June [___], INC2010 FOR VALUE RECEIVED, Unify Corporation, a Delaware corporation, for itself and each of its Subsidiaries (the “Borrower”) hereby promises to pay to the order of Hercules Technology II, L.P., a Delaware limited partnership or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Twenty-Four Million Dollars ($24,000,000) or such other principal amount as Lender has advanced to Borrower, together with interest thereon, all as provided in the Loan Agreement referred to below. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated as of June [___], 2010 among Borrower, the Guarantors party thereto from time to time, and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. UNIFY CORPORATION By: Title: EXHIBIT C NAMECOMPLIANCE CERTIFICATE Hercules Technology II, LOCATIONSL.P. 000 Xxxxxxxx Xxxxxx, AND OTHER INFORMATION FOR BORROWERSuite 310 Palo Alto, CA 94301 Reference is made to that certain Loan and Security Agreement dated as of June [___], 2010 and all ancillary documents entered into in connection with such Loan and Security Agreement all as may be amended, restated, supplemented or otherwise modified from time to time, (hereinafter referred to collectively as the “Loan Agreement”) among Hercules Technology II, L.P., a Delaware limited partnership (“Hercules”) as Lender, the Guarantors party thereto from time to time, and Unify Corporation, a Delaware corporation (the “Company”) as Borrower. All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement. The undersigned is an Officer of the Company, knowledgeable with regard to all of the financial matters of the Company and its Subsidiaries and is authorized to provide certification of information regarding the Company and its Subsidiaries; hereby certifies that in accordance with the terms and conditions of the Loan Agreement, the Company and its Subsidiaries are in compliance for the period ending ___________ with all covenants, conditions and terms and hereby reaffirms that all representations and warranties contained therein are true and correct on and as of the date of this Compliance Certificate with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, after giving effect in all cases to any standard(s) of materiality contained in the Loan Agreement as to such representations and warranties. Attached are the required documents supporting the above certification. The undersigned further certifies that these documents are prepared in accordance with GAAP (except for the absence of footnotes with respect to unaudited financial statement and subject to normal year end adjustments) and are consistent from one period to the next except as explained below. REPORTING REQUIREMENT REQUIRED CHECK IF ATTACHED Interim Financial Statements Monthly within 30 days Interim Financial Statements Quarterly within 45 days Audited Financial Statements FYE within 120 days Very Truly Yours, UNIFY CORPORATION By: Name: ITS: EXHIBIT D FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 20[ ], and is entered into by and between __________________., a ___________ corporation (“Subsidiary”), and HERCULES TECHNOLOGY II., L.P., as Delaware limited partnership, as Lender.

Appears in 2 contracts

Samples: Loan and Security Agreement (Daegis Inc.), Loan and Security Agreement (Unify Corp)

ATTACHMENT TO ADVANCE REQUEST. Dated: June , 2012 Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALS, INC. AMERICAN SUPERCONDUCTOR CORPORATION Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 2123041 Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ $10,000,000 Advance Date: June , 201 2012 Maturity Date: July 1December , 2015 2014 FOR VALUE RECEIVED, CONCERT PHARMACEUTICALS, INC.AMERICAN SUPERCONDUCTOR CORPORATION, a Delaware corporation corporation, (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Ten Million Dollars ($ $10,000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to the greater of (a) 8.50% per annum and (b) 8.5011.0% plus the United States Prime Rate as amount by which the prime rate reported in The Wall Street Journal minus 5.25exceeds 3.75%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December June , 20112012, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CONCERT PHARMACEUTICALS, INC. AMERICAN SUPERCONDUCTOR CORPORATION By: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

Samples: Loan and Security Agreement (American Superconductor Corp /De/)

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender Agent that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALSConstellation Pharmaceuticals, INC. Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 4488983 Borrower hereby represents and warrants to Lender Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are chief executive office is as follows: 000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ [THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION SECTION 1.1275-3, FOR INFORMATION REGARDING THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE, AND YIELD TO MATURITY, PLEASE CONTACT XXXXX X. XXXXXXXXX, CHIEF LEGAL OFFICE & GENERAL COUNSEL, 000 XXXXX XXXXXX, XXXXX 000 XXXXXXXXX, XX 02142.] $[ ],000,000 Advance Date: , 201 20[ ] Maturity Date: July 1, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSConstellation Pharmaceuticals, INC.Inc., a Delaware corporation (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Note its registered assigns (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) Lender may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to as set forth in Section 2.2(c) of the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, Loan Agreement based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Secured Term Promissory Note (this “Promissory Note”) is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December March 20, 20112019, by and between Borrower among Borrower, Hercules Capital, Inc., a Maryland corporation (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsNew York. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsNew York, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CONCERT CONSTELLATION PHARMACEUTICALS, INC. BySIGNATURE: TitleTITLE: PRINT NAME: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

Samples: Loan and Security Agreement (Constellation Pharmaceuticals Inc)

ATTACHMENT TO ADVANCE REQUEST. Dated: Each Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: CONCERT CEMPRA HOLDINGS, LLC Type of organization: Limited Liability Company State of organization: Delaware Organization file number: Name: CEMPRA PHARMACEUTICALS, INC. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 Name: CEM-102 PHARMACEUTICALS, INC. Type of organization: Corporation State of organization: Delaware Organization file number: Each Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its their current owned and leased locations are as follows: EXHIBIT B-1 SECURED TERM LOAN A PROMISSORY NOTE $ $[ ],000,000 Advance Date: ___ __, 201 20[ ] Maturity Date: July 1___ __, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSCEMPRA HOLDINGS, INC.LLC, a Delaware corporation limited liability company, for itself and each of its Subsidiaries signatory hereto (the herein after referred to individually as a “Borrower” and collectively, as “Borrowers”) hereby promises promise to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Loan A Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to BorrowerBorrowers, together with interest at a floating rate equal to the greater of Term Loan A Interest Rate specified in the Loan Agreement (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each monthdefined below). This Secured Term Loan A Promissory Note is the Term Loan A Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December [ ], 2011, by and between Borrower Borrowers and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Secured Term Loan A Promissory Note. Borrower waives Borrowers waive presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees Borrowers agree to make all payments under this Secured Term Loan A Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Secured Term Loan A Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Secured Term Loan A Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER(Signatures to follow) BORROWERS: CONCERT CEMPRA HOLDINGS, LLC By: Title: CEMPRA PHARMACEUTICALS, INC. By: Title: CEM-102 PHARMACEUTICALS, INC. By: Title: SECURED TERM LOAN B PROMISSORY NOTE $[ ],000,000 Advance Date: ___ __, 20[ ] Maturity Date: ___ __, 20[ ] FOR VALUE RECEIVED, CEMPRA HOLDINGS, LLC, a Delaware limited liability company, for itself and each of its Subsidiaries signatory hereto (herein after referred to individually as a “Borrower” and collectively, as “Borrowers”) hereby promise to pay to the order of Hercules Technology Growth Capital, Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Loan B Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($[ ],000,000) or such other principal amount as Lender has advanced to Borrowers, together with interest at the Term Loan B Interest Rate specified in the Loan Agreement (as defined below). This Secured Term Loan B Promissory Note is the Term Loan B Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December [ ], 2011, by and between Borrowers and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Secured Term Loan B Promissory Note. Borrowers waive presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrowers agree to make all payments under this Secured Term Loan B Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Secured Term Loan B Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Secured Term Loan B Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. (Signatures to follow) BORROWERS: CEMPRA HOLDINGS, LLC By: Title: CEMPRA PHARMACEUTICALS, INC. By: Title: CEM-102 PHARMACEUTICALS, INC. By: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

Samples: Loan and Security Agreement (Cempra Holdings, LLC)

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender Agent that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALS, INC. Aquantia Corp. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 Borrower hereby represents and warrants to Lender Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 B SECURED TERM REVOLVING PROMISSORY NOTE $ ,000,000 Advance Date: , 201 20[ ] Maturity Date: July 1[ ], 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALS, INC.Aquantia Corp., a Delaware corporation corporation, for itself and each of its Domestic Subsidiaries (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Revolving Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to the greater of Revolving Interest Rate (aas defined in the Loan Agreement) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December January 30, 20112015, by and between Borrower among Borrower, Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CONCERT PHARMACEUTICALS, INCAQUANTIA CORP. By: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

Samples: License and Maintenance Agreement (Aquantia Corp)

ATTACHMENT TO ADVANCE REQUEST. Dated: _______________________ Borrower hereby represents and warrants to Lender that each Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALS, INC. [ ] Type of organization: Corporation State of organization: Delaware [ ] Organization file number: 4141420 Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its each Borrower’s current owned and leased locations are as follows: Exh. A EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ $[ ],000,000 Advance Date: ___ __, 201 20[ ] Maturity Date: July 1_____ ___, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSXxxxx Energy, INC.Inc., a Delaware corporation, Xxxxx California Inc., a Delaware corporation, Xxxxx Holdings Inc., a Delaware corporation and Xxxxx Oil (Argentina) Limited, a Delaware corporation (collectively, the “Borrower”) hereby promises jointly and severally promise to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other lesser principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to the greater of (ai) 8.5010.0% per annum and or (bii) 8.50% the sum of 10.0%, plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.03.25% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. For the purposes of this Promissory Note, the “Prime Rate” is the rate most recently announced as the “prime rate” in the Money Rates section of The Wall Street Journal. This Promissory Note is the a Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December June 11, 20112012, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CONCERT PHARMACEUTICALS, XXXXX ENERGY INC. BySignature: Print Name: Title: Exh. B XXXXX CALIFORNIA INC. Signature: Print Name: Title: XXXXX HOLDINGS INC. Signature: Print Name: Title: XXXXX OIL (ARGENTINA) LIMITED Signature: Print Name: Title: Exh. B EXHIBIT C NAMECOMPLIANCE CERTIFICATE Hercules Technology Growth Capital, LOCATIONSInc. 000 Xxxxxxxx Xxxxxx, AND OTHER INFORMATION FOR BORROWERSuite 310 Palo Alto, CA 94301 Reference is made to that certain Loan and Security Agreement dated June 11, 2012 and all ancillary documents entered into in connection with such Loan and Security Agreement all as may be amended from time to time, (hereinafter referred to collectively as the “Loan Agreement”) between Hercules Technology Growth Capital, Inc. (“Hercules”) as Lender and Xxxxx Energy, Inc., Xxxxx California Inc., Xxxxx Holdings Inc. and Xxxxx Oil (Argentina) Limited (collectively, the “Company”) as Borrower. All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement. The undersigned is an Officer of the Company, knowledgeable of all Company financial matters, and is authorized to provide certification of information regarding the Company; hereby certifies that in accordance with the terms and conditions of the Loan Agreement, the Company is in compliance for the period ending ___________ with all covenants, conditions and terms of the Loan Agreement and hereby reaffirms that all representations and warranties contained therein are true and correct on and as of the date of this Compliance Certificate with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, after giving effect in all cases to any standard(s) of materiality contained in the Loan Agreement as to such representations and warranties. Attached are the required documents supporting the above certification. The undersigned further certifies that, if applicable, the supporting documents are prepared in accordance with GAAP (except for the absence of footnotes with respect to unaudited financial statement and subject to normal year end adjustments) and are consistent from one period to the next except as explained below. REPORTING REQUIREMENT REQUIRED CHECK IF ATTACHED Interim Financial Statements Monthly within 30 days Audited Financial Statements FYE within 150 days Very Truly Yours, XXXXX ENERGY INC. Signature: Print Name: Title: Exh. C XXXXX CALIFORNIA INC. Signature: Print Name: Title: XXXXX HOLDINGS INC. Signature: Print Name: Title: XXXXX OIL (ARGENTINA) LIMITED Signature: Print Name: Title: Exh. C EXHIBIT D FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 20[ ], and is entered into by and between_________________., a ___________ corporation (“Subsidiary”), and Hercules Technology Growth Capital, Inc. as a Lender.

Appears in 1 contract

Samples: Loan and Security Agreement (Glori Energy Inc.)

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALS, INC. [ ] Type of organization: Corporation State of organization: Delaware [ ] Organization file number: 4141420 Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 B SECURED TERM REVOLVING PROMISSORY NOTE $ Advance Date: , 201 20[ ] Maturity Date: July 1[ ], 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSBrightSource Energy, INC.Inc., a Delaware corporation (the “Borrower”) hereby promises to pay to the order of [Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation] [Hercules Technology III, L.P., a Delaware limited partnership] or the holder of this Note note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Revolving Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to as set forth in the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate Loan Agreement as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each monthdefined below. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December October [ ], 2011, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: CONCERT PHARMACEUTICALSBRIGHTSOURCE ENERGY, INC. By: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWEREACH CREDIT PARTY

Appears in 1 contract

Samples: Loan and Security Agreement (BrightSource Energy Inc)

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALS, INC. [ ] Type of organization: Corporation State of organization: Delaware [ ] Organization file number: 4141420 Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ $[ ],000,000 Advance Date: , 201 2008 Maturity Date: July November 1, 2015 2011 or May 1, 2012 as specified in the Loan Agreement FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSAVEO Pharmaceutical, INC.Inc., a Delaware corporation corporation, for itself and each of its Subsidiaries which executes and delivers a Joinder Agreement (the “Borrower”) hereby promises to pay to the order of [Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation OR Comerica Bank], or the holder of this Secured Term Promissory Note (the “Lender”) at 000 [400 Xxxxxxxx Xxxxxx, Suite 310Xxxxx 000, Palo AltoXxxx Xxxx, XX 00000 OR M/C 4770, 00 X Xxxxxxx Xxxx, San Jose, CA 94301 95131] or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating fixed rate equal to the greater of (a) 8.50[ ]% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December May 15, 20112008, by and between Borrower Borrower, [Hercules Technology Growth Capital, Inc., a Maryland corporation OR Comerica Bank] and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CONCERT BORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES (if such subsidiary executes and delivers a Joinder Agreement): AVEO PHARMACEUTICALS, INC. By: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

Samples: Loan and Security Agreement (Aveo Pharmaceuticals Inc)

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender Agent that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALSLithera, INC. Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 000-0000-0 Borrower hereby represents and warrants to Lender Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: 0000 Xxxxx Xxxxxx Xxxxx, Xxx. 000, Xxx Xxxxx, XX 00000 EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ $[ ],000,000 Advance Date: , 201 20[ ] Maturity Date: July 1, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSLithera, INC.Inc., a Delaware corporation corporation, for itself and each of its Subsidiaries (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth CapitalIII, Inc. L.P., a Delaware limited partnership or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Term Loan Interest Rate as reported such term is defined in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that that certain Loan and Security Agreement dated December June 11, 20112014, by and between Borrower among Borrower, Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”). This Promissory Note is the Term Note referred to in, and is executed and delivered in connection with, the Loan Agreement, and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: CONCERT PHARMACEUTICALSLITHERA, INC. By: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

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

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALSAcelRx Pharmaceuticals, INC. Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 THIS SECURED CONVERTIBLE TERM PROMISSORY NOTE $ HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) THIS NOTE HAS BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) THIS NOTE MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE BORROWER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SECURED CONVERTIBLE TERM PROMISSORY NOTE $10,000,000 Advance Date: June 29, 201 Maturity Date: July 1, 2015 2011 FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSAcelRx Pharmaceuticals, INC.Inc., a Delaware corporation corporation, for itself and each of its Subsidiaries (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth CapitalII, Inc. L.P., a Delaware limited partnership or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Ten Million Dollars ($ $10,000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to the greater of either (ai) 8.50% per annum and (b) 8.50% plus the United States Prime Rate difference between the prime rate as reported in The Wall Street Journal minus and 5.25%, not in any case to exceed 11.0and (ii) 8.50% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December June 29, 2011, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement, including the right of Borrower to pay a portion of the amounts due and owing under this Promissory Note in shares of Common Stock in accordance with, and subject to the limitations set forth in, Section 2.2(e) of the Loan Agreement (including the requirement that any shares of Common Stock issuable by Borrower upon conversion of this Note are subject to an effective resale registration statement or are eligible for resale to the public pursuant to Rule 144 without any limitation). All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CONCERT ACELRX PHARMACEUTICALS, INC. By: Title: EXHIBIT B-2 THIS SECURED CONVERTIBLE TERM PROMISSORY NOTE, AND ANY SECURITIES ISSUED UPON CONVERSION PURSUANT TO THIS SECURED CONVERTIBLE TERM PROMISSORY NOTE, HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE BORROWER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SECURED CONVERTIBLE TERM PROMISSORY NOTE $10,000,000 Advance Date: June 29, 2011 FOR VALUE RECEIVED, AcelRx Pharmaceuticals, Inc., a Delaware corporation, for itself and each of its Subsidiaries (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Ten Million Dollars ($10,000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to the greater of either (i) 8.50% per annum plus the difference between the prime rate as reported in The Wall Street Journal and 5.25%, and (ii) 8.50% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated June 29, 2011, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement, including the right of Borrower to pay a portion of the amounts due and owing under this Promissory Note in shares of Common Stock in accordance with, and subject to the limitations set forth in, Section 2.2(e) of the Loan Agreement (including the requirement that any shares of Common Stock issuable by Borrower upon conversion of this Note are subject to an effective resale registration statement or are eligible for resale to the public pursuant to Rule 144 without any limitation). All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: ACELRX PHARMACEUTICALS, INC. By: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

Samples: Loan and Security Agreement (Acelrx Pharmaceuticals Inc)

ATTACHMENT TO ADVANCE REQUEST. Dated: _______________________ Borrower hereby represents and warrants to Lender Agent that Borrower’s current name and organizational status is as follows: Name: CONCERT MERRIMACK PHARMACEUTICALS, INC. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 4833458 Borrower hereby represents and warrants to Lender Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: Xxx Xxxxxxx Xxxxxx, Suite B7201, Cambridge, MA 02139 EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ $[ ],000,000 Advance Date: , 201 20[ ] Maturity Date: July 1, 2015 20[ ] FOR VALUE RECEIVED, CONCERT MERRIMACK PHARMACEUTICALS, INC., a Delaware corporation corporation, for itself and each of its Qualified Subsidiaries (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation, or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to as set forth in Section 2.2(c) of the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, Loan Agreement based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December [ ], 20112018, by and between Borrower among Borrower, each of its Qualified Subsidiaries, Hercules Capital, Inc., a Maryland corporation (“Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS QUALIFIED SUBSIDIARIES: CONCERT MERRIMACK PHARMACEUTICALS, INC. By: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

Samples: Loan and Security Agreement (Merrimack Pharmaceuticals Inc)

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender Agent that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALS, MOTIF BIOSCIENCES INC. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 3734188 Borrower hereby represents and warrants to Lender Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: [Borrower to provide] EXHIBIT B-1 B FORM OF SECURED TERM PROMISSORY NOTE $ Advance Date: , 201 20[ ] Maturity Date: July 1, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALS, MOTIF BIOSCIENCES INC., a Delaware corporation corporation, for itself and each of its Qualified Subsidiaries (the “Borrower”) hereby promises to pay to the order of [Hercules Technology Growth CapitalII, Inc. L.P.] [Hercules Technology III, L.P.], a Delaware limited partnership or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Dollars ($ ) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to as set forth in Section 2.1(c) of the greater of Loan Agreement (aas hereinafter defined) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December November 14, 20112017, by and between Borrower among Borrower, Hercules Capital, Inc., a Maryland corporation (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction (except, in the case of deduction for Taxes, to the extent required by applicable law) and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CONCERT PHARMACEUTICALS, INC. By: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER.

Appears in 1 contract

Samples: Loan and Security Agreement (Motif Bio PLC)

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: CONCERT PANACOS PHARMACEUTICALS, INC. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: Portions of this Exhibit were omitted, as indicated by [****], and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ ,000,000 Advance Date: , 201 20 Maturity Date: July 1, 2015 20 FOR VALUE RECEIVED, CONCERT PANACOS PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of ($ ,000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate prime rate as reported in The the Wall Street Journal minus 5.25%Journal, and if not reported, then the prime rate next reported in any case to exceed 11.0the Wall Street Journal, plus 2.95% (fixed for each Advance as of the date of the Advance) per annum, annum based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December , 20112007, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in other than the Loan AgreementWarrant), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Reference to the Loan Agreement shall not affect or impair the absolute and unconditional obligation of Borrower to pay all principal and interest and premium, if any, under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth of Massachusetts. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth of Massachusetts, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CONCERT PANACOS PHARMACEUTICALS, INC. By: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

Samples: Loan and Security Agreement (Panacos Pharmaceuticals, Inc.)

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALS, INC. Type of organization: Corporation (Corporation, limited partnership, or limited liability company) State of organization: Delaware Organization file number: 4141420 Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: Chief Executive Office: Principal Place of Business: Locations of Collateral: EXHIBIT B-1 SECURED TERM B PROMISSORY NOTE $ $__________________ Advance Date: , 201 Maturity Date: July 1December , 2015 2007 FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSOccam Networks, INC.Inc., a Delaware corporation (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Note (the “Lender”) ), at 000 Xxxxxxxx XxxxxxFour Palo Alto Square, Suite 3100000 Xx Xxxxxx Xxxx, Palo AltoXxxxx 000, CA 94301 Xxxx Xxxx, XX. 00000 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of and 00/100 Dollars ($ .00) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to the greater of eleven and ninety five hundredths percent (a11.95%) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon from the date of this Note to maturity of each installment on the principal hereof remaining from time to time unpaid, such principal and interest shall be due and payable in monthly installments of accrued interest only on the first day of the month following the date of this Note through June 30, 2005 (the “Interest Only Payment Date(s)”), followed by equal monthly installments of principal and interest computed on the basis of a thirty (30) month amortization schedule through December 1, 2007, on which date all accrued and unpaid interest and the balance of the entire unpaid principal outstanding as of the Maturity Date. Each such monthly installment shall be due and payable on the respective dates (each, a “Payment Date”) which shall be the first day of August, 2005 and the first day of each of the following months through December 1, 2007, followed by a final payment of any unpaid principal and accrued and unpaid interest (“Maturity Date Payment”) being due and payable on the Maturity Date. If any payment for this Note shall be payable on a day other than a Business Day, then such payment shall be due and payable on the next succeeding Business Day. Interest shall be computed on the basis of a year consisting of 360 days, with interest computed daily based on the actual number twelve months of thirty days in each montheach. Any payments made under this Note shall not be available for reborrowing. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Senior Loan and Security Agreement dated December , 20112004, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CONCERT PHARMACEUTICALSOccam Networks, INC. ByInc. Signature: Print Name: Title: EXHIBIT C NAMECOMPLIANCE CERTIFICATE Hercules Technology Growth Capital, LOCATIONSInc. Four Palo Alto Square 0000 Xx Xxxxxx Xxxx, AND Xxxxx 000, Xxxx Xxxx, XX 00000 Re: Reference is made to that certain Loan and Security Agreement dated December , 2004 and all ancillary documents entered into in connection with such Loan and Security Agreement all as may be amended from time to time (hereinafter referred to collectively as the “Loan Agreement”) between Hercules Technology Growth Capital, Inc. (“Hercules”) as Lender and Occam Networks, Inc. (the “Company”) as Borrower. All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement. Ladies and Gentlemen: The undersigned is an Officer of the Company, knowledgeable of all Company financial matters, and is authorized to provided certification of information regarding the Company; hereby certifies that in accordance with the terms and conditions of the Loan Agreement, the Company is in complete compliance for the period ending of all required conditions and terms except as noted below. Attached are the required documents supporting the above certification. The undersigned further certifies that these are prepared in accordance with Generally Accepted Accounting Principles and are consistent from one period to the next except as explained below. Indicate compliance status by circling Yes/No under “Complies” REPORTING REQUIREMENT COMPLIES REQUIRED Interim Financial Statements Monthly within 30 days YES / NO Interim Financial Statements Quarterly within 45 days YES / NO Audited Financial Statements FYE within 90 days YES / NO All OTHER INFORMATION COVENANTS COMPLIES REQUIRED YES/ NO REQUIRED EXPLANATIONS FOR BORROWERNONCOMPLIANCE OF ANY OF THE ABOVE: ______________________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________________ Very Truly Yours, By: Name: Its:

Appears in 1 contract

Samples: Senior Loan and Security Agreement (Occam Networks Inc/De)

ATTACHMENT TO ADVANCE REQUEST. Dated: _______________________ Borrower hereby represents and warrants to Lender that each Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALS, INC. [ ] Type of organization: Corporation State of organization: Delaware [ ] Organization file number: 4141420 Borrower hereby represents and warrants to Lender that xxx txx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its each Borrower’s current owned and leased locations are as follows: Exh. A EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ $[ ],000,000 Advance Date: ___ __, 201 20[ ] Maturity Date: July 1_____ ___, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSGxxxx Energy, INC.Inc., a Delaware corporation, Gxxxx California Inc., a Delaware corporation, Gxxxx Holdings Inc., a Delaware corporation and Gxxxx Oil (Argentina) Limited, a Delaware corporation (collectively, the “Borrower”) hereby promises jointly and severally promise to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 400 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other lesser principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to the greater of (ai) 8.5010.0% per annum and or (bii) 8.50% the sum of 10.0%, plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.03.25% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. For the purposes of this Promissory Note, the “Prime Rate” is the rate most recently announced as the “prime rate” in the Money Rates section of The Wall Street Journal. This Promissory Note is the a Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December June 11, 20112012, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CONCERT PHARMACEUTICALS, GXXXX ENERGY INC. BySignature: Print Name: Title: Exh. B GXXXX CALIFORNIA INC. Signature: Print Name: Title: GXXXX HOLDINGS INC. Signature: Print Name: Title: GXXXX OIL (ARGENTINA) LIMITED Signature: Print Name: Title: Exh. B EXHIBIT C NAMECOMPLIANCE CERTIFICATE Hercules Technology Growth Capital, LOCATIONSInc. 400 Xxxxxxxx Xxxxxx, AND OTHER INFORMATION FOR BORROWERSuite 310 Palo Alto, CA 94301 Reference is made to that certain Loan and Security Agreement dated June 11, 2012 and all ancillary documents entered into in connection with such Loan and Security Agreement all as may be amended from time to time, (hereinafter referred to collectively as the “Loan Agreement”) between Hercules Technology Growth Capital, Inc. (“Hercules”) as Lender and Gxxxx Energy, Inc., Gxxxx California Inc., Gxxxx Holdings Inc. and Gxxxx Oil (Argentina) Limited (collectively, the “Company”) as Borrower. All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement. The undersigned is an Officer of the Company, knowledgeable of all Company financial matters, and is authorized to provide certification of information regarding the Company; hereby certifies that in accordance with the terms and conditions of the Loan Agreement, the Company is in compliance for the period ending ___________ with all covenants, conditions and terms of the Loan Agreement and hereby reaffirms that all representations and warranties contained therein are true and correct on and as of the date of this Compliance Certificate with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, after giving effect in all cases to any standard(s) of materiality contained in the Loan Agreement as to such representations and warranties. Attached are the required documents supporting the above certification. The undersigned further certifies that, if applicable, the supporting documents are prepared in accordance with GAAP (except for the absence of footnotes with respect to unaudited financial statement and subject to normal year end adjustments) and are consistent from one period to the next except as explained below. REPORTING REQUIREMENT REQUIRED CHECK IF ATTACHED Interim Financial Statements Monthly within 30 days Audited Financial Statements FYE within 150 days Very Truly Yours, GXXXX ENERGY INC. Signature: Print Name: Title: Exh. C GXXXX CALIFORNIA INC. Signature: Print Name: Title: GXXXX HOLDINGS INC. Signature: Print Name: Title: GXXXX OIL (ARGENTINA) LIMITED Signature: Print Name: Title: Exh. C EXHIBIT D FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 20[ ], and is entered into by and between__________________., a ___________ corporation (“Subsidiary”), and Hercules Technology Growth Capital, Inc. as a Lender.

Appears in 1 contract

Samples: Loan and Security Agreement (Glori Acquisition Corp.)

ATTACHMENT TO ADVANCE REQUEST. Dated: December __, 2010 Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALSBrightSource Energy, INC. Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 SECURED TERM LOAN A PROMISSORY NOTE $ $11,250,000 Advance Date: December __, 201 2010 Maturity Date: July 1_____ ___, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSBRIGHTSOURCE ENERGY, INC., a Delaware corporation corporation, for itself and each of its Subsidiaries (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation, or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Eleven Million Two Hundred Fifty Thousand Dollars ($ $11,250,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to as set forth in the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate Loan Agreement as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each monthdefined below. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Guaranty Agreement dated December 28, 20112010, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to the Loan Documents and the exercise of any right or remedy by the Collateral Agent under the Loan Documents are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Promissory Note, the terms of the Intercreditor Agreement shall govern and control. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: CONCERT PHARMACEUTICALSBRIGHTSOURCE ENERGY, INC. By: Name: Title: EXHIBIT B-2 SECURED TERM LOAN B PROMISSORY NOTE $13,750,000 Advance Date: December __, 2010 Maturity Date: _____ ___, 20[ ] FOR VALUE RECEIVED, BRIGHTSOURCE ENERGY, INC., a Delaware corporation, for itself and each of its Subsidiaries (the “Borrower”) hereby promises to pay to the order of Hercules Technology II, L.P., a Delaware limited partnership or the holder of this Note (“Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Thirteen Million Seven Hundred Fifty Thousand Dollars ($13,750,000) or such other principal amount as Lender has advanced to Borrower, together with interest as set forth in the Loan Agreement as defined below. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Guaranty Agreement dated December 28, 2010, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to the Loan Documents and the exercise of any right or remedy by the Collateral Agent under the Loan Documents are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Promissory Note, the terms of the Intercreditor Agreement shall govern and control. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: BRIGHTSOURCE ENERGY, INC. By: Name: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

Samples: Loan and Guaranty Agreement (BrightSource Energy Inc)

ATTACHMENT TO ADVANCE REQUEST. Dated: _______________________ Borrower hereby represents and warrants to Lender Agent that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALS, INC. [ ] Type of organization: Corporation [ ] State of organization: Delaware [ ] Organization file number: 4141420 [ ] Borrower hereby represents and warrants to Lender Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. EXHIBIT B-1 SECURED TERM B PROMISSORY NOTE $ $[ ],000,000 Advance Date: ___ __, 201 20[ ] Maturity Date: July 1___ __, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSParatek Pharmaceuticals, INC.Inc., a Delaware corporation corporation, and Paratek Pharma, LLC, a Delaware limited liability company, for themselves and each of their Qualified Subsidiaries (individually and collectively, jointly and severally, the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to as set forth in Section 2.1(c) of the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, Loan Agreement based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December September 30, 20112015, by and between Borrower among Borrower, Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. BORROWER FOR ITSELF: CONCERT PARATEK PHARMACEUTICALS, INC. By: Title: PARATEK PHARMA, LLC By: Title: [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. EXHIBIT C C: NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

Samples: Loan and Security Agreement (Paratek Pharmaceuticals, Inc.)

ATTACHMENT TO ADVANCE REQUEST. Dated: December __, 2010 Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALSBrightSource Energy, INC. Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 SECURED TERM LOAN A PROMISSORY NOTE $ $11,250,000 Advance Date: December __, 201 2010 Maturity Date: July 1_____ ___, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSBRIGHTSOURCE ENERGY, INC., a Delaware corporation corporation, for itself and each of its Subsidiaries (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation, or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Eleven Million Two Hundred Fifty Thousand Dollars ($ $11,250,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to as set forth in the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate Loan Agreement as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each monthdefined below. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Guaranty Agreement dated December 28, 20112010, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to the Loan Documents and the exercise of any right or remedy by the Collateral Agent under the Loan Documents are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Promissory Note, the terms of the Intercreditor Agreement shall govern and control. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: CONCERT PHARMACEUTICALSBRIGHTSOURCE ENERGY, INC. By: Name: Title: EXHIBIT B-2 SECURED TERM LOAN B PROMISSORY NOTE $13,750,000 Advance Date: December __, 2010 Maturity Date: _____ ___, 20[ ] FOR VALUE RECEIVED, BRIGHTSOURCE ENERGY, INC., a Delaware corporation, for itself and each of its Subsidiaries (the “Borrower”) hereby promises to pay to the order of Hercules Technology II, L.P., a Delaware limited partnership or the holder of this Note (“Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Thirteen Million Seven Hundred Fifty Thousand Dollars ($13,750,000) or such other principal amount as Lender has advanced to Borrower, together with interest as set forth in the Loan Agreement as defined below. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Guaranty Agreement dated December 28, 2010, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to the Loan Documents and the exercise of any right or remedy by the Collateral Agent under the Loan Documents are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Promissory Note, the terms of the Intercreditor Agreement shall govern and control. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: BRIGHTSOURCE ENERGY, INC. By: Name: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

Samples: Loan and Guaranty Agreement

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender that Borrower’s 's current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALSSirtris Pharmaceuticals, INC. Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 3773278 Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ $7,000,000 Advance Date: April 18, 201 2006 Maturity Date: July April 1, 2015 2011 FOR VALUE RECEIVED, CONCERT SIRTRIS PHARMACEUTICALS, INC., a Delaware corporation corporation, for itself and each of its Subsidiaries that has signed a Joinder Agreement (the "Borrower") hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Note (the "Lender") at 000 Xxxxxxxx Xxxxxxxxxx Xxxxxx, Suite 310Xxxxx 000, Palo AltoXxxx Xxxx, CA 94301 XX 00000 or such other place of payment as the holder of this Secured Term Promissory Note (this "Promissory Note") may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Seven Million Dollars ($ $7,000,000) or such other principal amount as Lender has advanced to BorrowerBorrower under that Loan and Security Agreement dated as of April 18, 2006 between Borrower and Lender, as amended from time to time, together with interest at a floating fixed rate equal to the greater of (a) 8.50prime rate as reported in the Wall Street Journal, and if not reported, then the prime rate next reported in the Wall Street Journal, plus 2.85% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is one of the Note Notes referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December April 18, 20112006, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "Loan Agreement"), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Reference to the Loan Agreement shall not affect or impair the absolute and unconditional obligation of the Borrowers to pay all principal and interest and premium, if any, under this Promissory Note upon demand or as otherwise provided herein Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: CONCERT SIRTRIS PHARMACEUTICALS, INC. By: Title: EXHIBIT B SECURED PROMISSORY NOTE $3,000,000 Advance Date: April 18, 2006 Maturity Date: April 1, 2011 FOR VALUE RECEIVED, SIRTRIS PHARMACEUTICALS, INC., a Delaware corporation, for itself and each of its Subsidiaries that has signed a Joinder Agreement (the "Borrower") hereby promises to pay to the order of Hercules Technology Growth Capital, Inc., a Maryland corporation or the holder of this Note (the "Lender") at 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx, XX 00000 or such other place of payment as the holder of this Secured Promissory Note (this "Promissory Note") may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Three Million Dollars ($3,000,000) or such other principal amount as Lender has advanced to Borrower under that Loan and Security Agreement dated as of April 18, 2006 between Borrower and Lender, as amended from time to time, together with interest at a fixed rate equal to the prime rate as reported in the Wall Street Journal, and if not reported, then the prime rate next reported in the Wall Street Journal, plus 2.85% per annum based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is one of the Notes referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated April 18, 2006, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "Loan Agreement"), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Reference to the Loan Agreement shall not affect or impair the absolute and unconditional obligation of the Borrowers to pay all principal and interest and premium, if any, under this Promissory Note upon demand or as otherwise provided herein Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: SIRTRIS PHARMACEUTICALS, INC. By: Title: EXHIBIT B-1 SECURED PROMISSORY NOTE $ Advance Date: Maturity Date: April 1, 2011 FOR VALUE RECEIVED, SIRTRIS PHARMACEUTICALS, INC., a Delaware corporation, for itself and each of its Subsidiaries that has signed a Joinder Agreement (the "Borrower") hereby promises to pay to the order of Hercules Technology Growth Capital, Inc., a Maryland corporation or the holder of this Note (the "Lender") at 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx, XX 00000 or such other place of payment as the holder of this Secured Promissory Note (this "Promissory Note") may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Dollars ($ ) or such other principal amount as Lender has advanced to Borrower under the Loan and Security Agreement dated as of April 18, 2006 between Borrower and Lender, as amended from time to time, together with interest at a fixed rate equal to the prime rate as reported in the Wall Street Journal, and if not reported, then the prime rate next reported in the Wall Street Journal, plus 2.85% per annum based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is one of the Notes referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated April 18, 2006, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "Loan Agreement"), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Reference to the Loan Agreement shall not affect or impair the absolute and unconditional obligation of the Borrowers to pay all principal and interest and premium, if any, under this Promissory Note upon demand or as otherwise provided herein Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: SIRTRIS PHARMACEUTICALS, INC. By: Title: EXHIBIT B-1 SECURED PROMISSORY NOTE $ Advance Date: Maturity Date: April 1, 2011 FOR VALUE RECEIVED, SIRTRIS PHARMACEUTICALS, INC., a Delaware corporation, for itself and each of its Subsidiaries that has signed a Joinder Agreement (the "Borrower") hereby promises to pay to the order of Hercules Technology Growth Capital, Inc., a Maryland corporation or the holder of this Note (the "Lender") at 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx, XX 00000 or such other place of payment as the holder of this Secured Promissory Note (this "Promissory Note") may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Dollars ($ ) or such other principal amount as Lender has advanced to Borrower under the Loan and Security Agreement dated as of April 18, 2006 between Borrower and Lender, as amended from time to time, together with interest at a fixed rate equal to the prime rate as reported in the Wall Street Journal, and if not reported, then the prime rate next reported in the Wall Street Journal, plus 2.85% per annum based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is one of the Notes referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated April 18, 2006, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "Loan Agreement"), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Reference to the Loan Agreement shall not affect or impair the absolute and unconditional obligation of the Borrowers to pay all principal and interest and premium, if any, under this Promissory Note upon demand or as otherwise provided herein Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: SIRTRIS PHARMACEUTICALS, INC. By: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

Samples: Loan and Security Agreement (Sirtris Pharmaceuticals, Inc.)

ATTACHMENT TO ADVANCE REQUEST. Dated: Each Borrower hereby represents and warrants to Lender that such Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALS, INC. [ ] Type of organization: Corporation [ ] State of organization: Delaware [ ] Organization file number: 4141420 [ ] Each Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 SECURED B-4 FORM OF EQUIPMENT TERM PROMISSORY LOAN NOTE $ Advance $3,000,000 Date: , 201 Maturity Date: July 1, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSeach of InfoLogix, INC.Inc., a Delaware corporation corporation, InfoLogix System Corporation, a Delaware corporation, Embedded Technologies, LLC a Delaware Limited Liability Company, Opt Acquisition LLC a Pennsylvania limited liability company, and InfoLogix-DDMS, Inc, a Delaware corporation, jointly and severally (each a “Borrower” and collectively, the “BorrowerBorrowers”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Equipment Term Loan Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Equipment Term Promissory Loan Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Three Million Dollars ($ $3,000,000) or such other principal amount as Lender has advanced to BorrowerBorrowers, together with interest at a floating rate equal thereon, all as provided in the Loan Agreement referred to the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each monthbelow. This Promissory Note is the an Equipment Term Loan Note referred to in, and is executed and delivered in connection with, that certain Amended and Restated Loan and Security Agreement dated December November 20, 20112009, by and between Borrower among Borrowers and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Each Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Each Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CONCERT PHARMACEUTICALSINFOLOGIX, INC. By: Title: EXHIBIT C NAMEXxxxx X. Xxxxxx, LOCATIONS, AND OTHER INFORMATION FOR BORROWERPresident and CEO INFOLOGIX SYSTEMS CORPORATION By:

Appears in 1 contract

Samples: Loan and Security Agreement (InfoLogix Inc)

ATTACHMENT TO ADVANCE REQUEST. Dated: _______________________ Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALSAcelRx Pharmaceuticals, INC. Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 3998627 Borrower hereby represents and warrants to Lender Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 B THIS SECURED TERM PROMISSORY NOTE $ HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) THIS NOTE HAS BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) THIS NOTE MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE BORROWER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SECURED TERM PROMISSORY NOTE $[ ],000,000 Advance Date: ___ __, 201 20[ ] Maturity Date: July 1_____ ___, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSAcelRx Pharmaceuticals, INC.Inc., a Delaware corporation (the “Borrower”) ), hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. _____________ or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to as set forth in Section 2.2(c) of the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, Loan Agreement based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note one of the Notes referred to in, and is executed and delivered in connection with, that certain Amended and Restated Loan and Security Agreement dated December [ ], 201120[ ], by and between Borrower among Borrower, Hercules Technology II, L.P. (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CONCERT BORROWER ACELRX PHARMACEUTICALS, INC. By: _______________________________ Title: ______________________________ EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

Samples: Loan and Security Agreement (Acelrx Pharmaceuticals Inc)

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALSAVEO Pharmaceuticals, INC. Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 3444819 Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: Schedule 2 EXHIBIT B-1 SECURED B-3 2014 TERM LOAN ADVANCE PROMISSORY NOTE $ $[ ],000,000 Advance Date: , 201 20[ ] Maturity Date: July 1, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSAVEO Pharmaceuticals, INC.Inc., a Delaware corporation corporation, for itself and each of its Subsidiaries which executes and delivers a Joinder Agreement (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., Hercules Capital Funding Trust 2012-1, Hercules Technology III, L.P, or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured 2014 Term Loan Advance Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating per annum rate equal to the greater of 2014 Term Loan Interest Rate (a) 8.50% per annum and as defined in the Loan Agreement (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each monthdefined below)). This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December May 28, 20112010, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: CONCERT (if such subsidiary executes and delivers a Joinder Agreement) AVEO PHARMACEUTICALS, INC. By: Title: Schedule 3 EXHIBIT C NAMEF COMPLIANCE CERTIFICATE Hercules Technology Growth Capital, LOCATIONSInc. Hercules Capital Funding Trust 2012-1 Hercules Technology III, AND OTHER INFORMATION FOR BORROWERL.P. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: Xxxxx Xxxxx Reference is made to that certain Loan and Security Agreement dated May 28, 2010 and all ancillary documents entered into in connection with such Loan and Security Agreement all as may be amended from time to time, (hereinafter referred to collectively as the “Loan Agreement”) between Hercules Technology Growth Capital, Inc., Hercules Capital Funding Trust 2012-1, and Hercules Technology III, L.P. (collectively, the “Lender”) on the one hand, and AVEO Pharmaceuticals, Inc. (the “Company”) as Borrower, on the other hand. All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement. The undersigned is an Officer of the Borrower, knowledgeable of all Borrower financial matters, and is authorized to provide certification of information regarding the Borrower; hereby certifies, in such capacity as set forth below, that as of the date hereof and in accordance with the terms and conditions of the Loan Agreement, the Borrower is in compliance in all material respects for the period ending of all covenants, conditions and terms and hereby reaffirms that all representations and warranties contained therein are true and correct on and as of the date of this Compliance Certificate with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, after giving effect in all cases to any standard(s) of materiality contained in the Loan Agreement as to such representations and warranties. Attached are the required documents supporting the above certification. The undersigned further certifies, in such capacity as set forth below, that these are prepared in accordance with GAAP (except for the absence of footnotes with respect to unaudited financial statement and subject to normal year-end adjustments) and are consistent from one period to the next except as explained below. REPORTING REQUIREMENT REQUIRED CHECK IF ATTACHED Interim Financial Statements Monthly within 30 days Interim Financial Statements Quarterly within 30 days Audited Financial Statements FYE within 90 days Intellectual Property on Exhibit D Quarterly within 30 days FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES (YES/NO) Liquidity Ratio 1.25:1.00 Very Truly Yours, AVEO PHARMACEUTICALS, INC. By: Name:

Appears in 1 contract

Samples: Loan and Security Agreement (Aveo Pharmaceuticals Inc)

ATTACHMENT TO ADVANCE REQUEST. Dated: Each Borrower hereby represents and warrants to Lender that such Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALS, INC. [ ] Type of organization: Corporation [ ] State of organization: Delaware [ ] Organization file number: 4141420 [ ] Each Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 SECURED TERM PROMISSORY NOTE $ $[ ],000,000 Advance Date: , 201 20[ ] Maturity Date: July 1April , 2015 2012 FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSeach of InfoLogix, INC.Inc., a Delaware corporation corporation, InfoLogix System Corporation, a Delaware Corporation, Embedded Technologies, LLC a Delaware Limited Liability Company, Opt Acquisition LLC a Pennsylvania Limited Liability Company, and InfoLogix-DDMS, Inc, a Delaware Corporation, jointly and severally (each a “Borrower” and collectively, the “BorrowerBorrowers”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to BorrowerBorrowers, together with interest at a floating rate equal thereon, all as provided in the Loan Agreement referred to the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each monthbelow. This Promissory Note is the a Term Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December May 1, 20112008, by and between Borrower among Borrowers and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Each Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Each Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CONCERT PHARMACEUTICALSINFOLOGIX, INC. By: TitleXxxxx Xxxxxx, President INFOLOGIX SYSTEMS CORPORATION By: Xxxxx Xxxxxx, President OPT ACQUISITION LLC By: Xxxxx Xxxxxx, President EMBEDDED TECHNOLOGIES, LLC By: INFO LOGIX INC., its sole Member By: Xxxxx Xxxxxx, President INFOLOGIX – DDMS, INC. By: Xxxxx Xxxxxx, President SECURED REVOLVING PROMISSORY NOTE $[ ],000,000 Advance Date: , 20[ ] Maturity Date: November , 2009 FOR VALUE RECEIVED, each of InfoLogix, Inc., a Delaware corporation, InfoLogix System Corporation, a Delaware Corporation, Embedded Technologies, LLC a Delaware Limited Liability Company, Opt Acquisition LLC a Pennsylvania Limited Liability Company, and InfoLogix-DDMS, Inc, a Delaware Corporation, jointly and severally (each a “Borrower” and collectively, the “Borrowers”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Revolving Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Dollars ($[ ],000,000) or such other principal amount as Lender has advanced to Borrowers, together with interest thereon, all as provided in the Loan Agreement referred to below. This Promissory Note is a Revolving Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated May 1, 2008, by and among Borrowers and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Each Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Each Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. INFOLOGIX, INC. By: Xxxxx Xxxxxx, President INFOLOGIX BORROWER SYSTEMS CORPORATION By: Xxxxx Xxxxxx, President OPT ACQUISITION LLC By: Xxxxx Xxxxxx, President EMBEDDED TECHNOLOGIES, LLC By: INFO LOGIX INC., its sole Member By: Xxxxx Xxxxxx, President INFOLOGIX – DDMS, INC. By: Xxxxx Xxxxxx, President EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

Samples: Loan and Security Agreement (InfoLogix Inc)

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ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender Agent that BorrowerXxxxxxxx’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALSTG Therapeutics, INC. Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 [ ] Name: TG Biologics, Inc. Type of organization: Corporation State of organization: Delaware Organization file number: [ ] ​ Borrower hereby represents and warrants to Lender Agent that xxx xxxxxx xxxxxxxxxthe street addresses, xxxxxxcities, xxxxxx states and postal codes of its current owned and leased locations are as follows: Certain identified information has been excluded from the document because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. ​ EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ $[ ],000,000 Advance Date: , 201 20[ ] ​ Maturity Date: July 1, 2015 20[ ] ​ Palo Alto, California ​ FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSTG Therapeutics, INC.Inc., a Delaware corporation and TG Biologics, Inc., a Delaware corporation, for themselves and each of their Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Loan Agreement (individually and severally, jointly and collectively, the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., Hercules Private Credit Fund I L.P. and Hercules Private Global Venture Growth Fund I L.P. or the holder of this Note their respective registered assigns (collectively, the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) Lender may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to as set forth in Section 2.2(c) of the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, Loan Agreement based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Secured Term Promissory Note (this “Promissory Note”) is the Note referred to in, and is executed and delivered in connection with, that certain Amended and Restated Loan and Security Agreement dated December 30, 20112021, by and between Borrower among Borrower, Hercules Capital, Inc., a Maryland corporation (the “Agent”) and Lender (as the same may several banks and other financial institutions or entities from time to time be party thereto as lender (as amended, restated, amended and restated, supplemented or otherwise modified or supplemented from time to time in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower Xxxxxxxx agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER​ Certain identified information has been excluded from the document because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. ​ BORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: CONCERT PHARMACEUTICALS​ ​ TG THERAPEUTICS, INC. By​ ​ ​ SIGNATURE: Title​ ​ TITLE: ​ ​ PRINT NAME: ​ ​ ​ ​ ​ TG BIOLOGICS, INC. ​ ​ ​ SIGNATURE: ​ ​ TITLE: ​ ​ PRINT NAME: ​ ​ ​ Certain identified information has been excluded from the document because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. ​ ​ EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWERBORROWER ​

Appears in 1 contract

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

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender Agent that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALS, INC. Celladon Corporation Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 Borrower hereby represents and warrants to Lender Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ $[ ],000,000 Advance Date: , 201 20[ ] Maturity Date: July 1, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALS, INC.Celladon Corporation, a Delaware corporation corporation, for itself and each of its Subsidiaries (the “Borrower”) hereby promises to pay to the order of [Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation / Hercules Technology III, L.P., a Delaware limited partnership] or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Term Loan Interest Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December July 31, 20112014, by and between Borrower among Borrower, Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: CONCERT PHARMACEUTICALS, INC. Celladon Corporation By: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

Samples: Loan and Security Agreement (Celladon Corp)

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALSAcelRx Pharmaceuticals, INC. Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 3998627 Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 THIS SECURED CONVERTIBLE TERM PROMISSORY NOTE $ HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) THIS NOTE HAS BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) THIS NOTE MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE BORROWER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SECURED CONVERTIBLE TERM PROMISSORY NOTE $13,333,333.33 Advance Date: December 16, 201 Maturity Date: July 1, 2015 2013 FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSAcelRx Pharmaceuticals, INC.Inc., a Delaware corporation corporation, for itself and each of its Subsidiaries (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth CapitalII, Inc. L.P., a Delaware limited partnership or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Thirteen Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three and 33/100 Dollars ($ $13,333,333.33) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported set forth in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December 16, 20112013, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”). This Promissory Note is one of the Notes referred to in, and is executed and delivered in connection with, the Loan Agreement, and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement, including the right of Borrower to pay a portion of the amounts due and owing under this Promissory Note in shares of Common Stock in accordance with, and subject to the limitations set forth in, Section 2.2(e) of the Loan Agreement (including the requirement that any shares of Common Stock issuable by Borrower upon conversion of this Note are subject to an effective resale registration statement or are eligible for resale to the public pursuant to Rule 144 without any limitation). All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CONCERT ACELRX PHARMACEUTICALS, INC. By: Title: THIS SECURED CONVERTIBLE TERM PROMISSORY NOTE, AND ANY SECURITIES ISSUED UPON CONVERSION PURSUANT TO THIS SECURED CONVERTIBLE TERM PROMISSORY NOTE, HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE BORROWER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SECURED CONVERTIBLE TERM PROMISSORY NOTE $26,666,666.67 Advance Date: December 16, 2013 FOR VALUE RECEIVED, AcelRx Pharmaceuticals, Inc., a Delaware corporation, for itself and each of its Subsidiaries (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Twenty-Six Million Six Hundred Sixty-Six Thousand Six Hundred Sixty-Six and 67/100 Dollars ($26,666,666.67) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate as set forth in that certain Loan and Security Agreement dated December 16, 2013, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”). This Promissory Note one of the Notes referred to in, and is executed and delivered in connection with, the Loan Agreement, and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement, including the right of Borrower to pay a portion of the amounts due and owing under this Promissory Note in shares of Common Stock in accordance with, and subject to the limitations set forth in, Section 2.2(e) of the Loan Agreement (including the requirement that any shares of Common Stock issuable by Borrower upon conversion of this Note are subject to an effective resale registration statement or are eligible for resale to the public pursuant to Rule 144 without any limitation). All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: ACELRX PHARMACEUTICALS, INC. By: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

Samples: Loan and Security Agreement (Acelrx Pharmaceuticals Inc)

ATTACHMENT TO ADVANCE REQUEST. Dated: The Administrative Borrower hereby represents and warrants to Lender the Agent that each Borrower’s current name and organizational status is as follows: NameNames: CONCERT PHARMACEUTICALS, INC. [ ] Type of organizations: Corporation States of organization: Corporation State of organization: Delaware [ ] Organization file numbernumbers: 4141420 The Administrative Borrower hereby represents and warrants to Lender the Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its each Borrower’s current owned and leased locations are as follows: EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ $[ ],000,000 Advance Date: , 201 20[ ] Maturity Date: July September 1, 2015 2020 FOR VALUE RECEIVED, CONCERT PHARMACEUTICALS, INC.INSMED INCORPORATED, a Delaware Virginia corporation (“Parent”), for itself and each of its Subsidiaries joined to the below-defined Loan Agreement (the “BorrowerBorrowers”) hereby promises promise to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation, or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrowerthe Borrowers, together with interest at a floating rate equal to the greater of Term Loan Interest Rate (a) 8.50% per annum and as defined in the Loan Agreement (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 daysdefined below)), with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Amended and Restated Loan and Security Agreement dated December September 30, 2011, 2016 by and between Borrower among the Borrowers, Hercules Capital, Inc., a Maryland corporation (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Each Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees The Borrowers agree to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERINSMED INCORPORATED By: CONCERT Name: Its: CELTRIX PHARMACEUTICALS, INC. By: TitleName: Its: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWERC

Appears in 1 contract

Samples: Loan and Security Agreement (INSMED Inc)

ATTACHMENT TO ADVANCE REQUEST. Dated: _______________________ Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALSAVEO Pharmaceuticals, INC. Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 3444819 Borrower hereby represents and warrants to Lender that xxx txx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: Schedule 2 EXHIBIT B-1 SECURED TERM B-0 0000 XXXX [A/B] LOAN ADVANCE PROMISSORY NOTE $ $[ ],000,000 Advance Date: ___ __, 201 20[ ] Maturity Date: July 1_____ ___, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSAVEO Pharmaceuticals, INC.Inc., a Delaware corporation corporation, for itself and each of its Subsidiaries which executes and delivers a Joinder Agreement (the “Borrower”) hereby promises to pay to the order of Hercules Capital, Inc., f/k/a Hercules Technology Growth Capital, Inc. Inc., Hercules Technology III, L.P, or the holder of this Note (the “Lender”) at 000 400 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured 2016 Term Loan Advance Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating per annum rate equal to the greater of 2016 Term Loan Interest Rate (a) 8.50% per annum and as defined in the Loan Agreement (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each monthdefined below)). This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December May 28, 20112010, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: CONCERT (if such subsidiary executes and delivers a Joinder Agreement) AVEO PHARMACEUTICALS, INC. By: Title: Schedule 3 EXHIBIT C NAMEF COMPLIANCE CERTIFICATE Hercules Capital, LOCATIONSInc. Hercules Technology III, AND OTHER INFORMATION FOR BORROWERL.P. 400 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 600-000-0000 Attn: Bxxxx Xxxxx Reference is made to that certain Loan and Security Agreement dated May 28, 2010 and all ancillary documents entered into in connection with such Loan and Security Agreement all as may be amended from time to time, (hereinafter referred to collectively as the “Loan Agreement”) between Hercules Capital, Inc., f/k/a Hercules Technology Growth Capital, Inc., and Hercules Technology III, L.P. (collectively, the “Lender”) on the one hand, and AVEO Pharmaceuticals, Inc. (the “Company”) as Borrower, on the other hand. All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement. The undersigned is an officer of the Borrower, knowledgeable of all Borrower financial matters, and is authorized to provide certification of information regarding the Borrower; hereby certifies, in such capacity as set forth below, that as of the date hereof and in accordance with the terms and conditions of the Loan Agreement, the Borrower is in compliance in all material respects for the period ending ___________ of all covenants, conditions and terms and hereby reaffirms that all representations and warranties contained therein are true and correct on and as of the date of this Compliance Certificate with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, after giving effect in all cases to any standard(s) of materiality contained in the Loan Agreement as to such representations and warranties. Attached are the required documents supporting the above certification. The undersigned further certifies, in such capacity as set forth below, that these are prepared in accordance with GAAP (except for the absence of footnotes with respect to unaudited financial statement and subject to normal year-end adjustments) and are consistent from one period to the next except as explained below. REPORTING REQUIREMENT REQUIRED CHECK IF ATTACHED Interim Financial Statements Monthly within 30 days _______ Interim Financial Statements Quarterly within 30 days _______ Audited Financial Statements FYE within 90 days _______ Intellectual Property on Exhibit D Quarterly within 30 days _______ FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES (YES/NO) Unrestricted Cash $10,000,000 _______ _______ BANK ACCOUNTS Has Borrower opened any new bank accounts (since the submission of the prior Compliance Certificate)? (YES/NO) If yes, please provide the following information below: Name of Bank Account Number Purpose of Account

Appears in 1 contract

Samples: Loan and Security Agreement (Aveo Pharmaceuticals Inc)

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALSAVEO Pharmaceuticals, INC. Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 3444819 Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: Schedule 2 EXHIBIT B-1 SECURED TERM X-0 0000 XXXX [A/B] LOAN ADVANCE PROMISSORY NOTE $ $[ ],000,000 Advance Date: , 201 20[ ] Maturity Date: July 1, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSAVEO Pharmaceuticals, INC.Inc., a Delaware corporation corporation, for itself and each of its Subsidiaries which executes and delivers a Joinder Agreement (the “Borrower”) hereby promises to pay to the order of Hercules Capital, Inc., f/k/a Hercules Technology Growth Capital, Inc. Inc., Hercules Technology III, L.P, or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured 2016 Term Loan Advance Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating per annum rate equal to the greater of 2016 Term Loan Interest Rate (a) 8.50% per annum and as defined in the Loan Agreement (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each monthdefined below)). This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December May 28, 20112010, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: CONCERT (if such subsidiary executes and delivers a Joinder Agreement) AVEO PHARMACEUTICALS, INC. By: Title: Schedule 3 EXHIBIT C NAMEF COMPLIANCE CERTIFICATE Hercules Capital, LOCATIONSInc. Hercules Technology III, AND OTHER INFORMATION FOR BORROWERL.P. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: Xxxxx Xxxxx Reference is made to that certain Loan and Security Agreement dated May 28, 2010 and all ancillary documents entered into in connection with such Loan and Security Agreement all as may be amended from time to time, (hereinafter referred to collectively as the “Loan Agreement”) between Hercules Capital, Inc., f/k/a Hercules Technology Growth Capital, Inc., and Hercules Technology III, L.P. (collectively, the “Lender”) on the one hand, and AVEO Pharmaceuticals, Inc. (the “Company”) as Borrower, on the other hand. All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement. The undersigned is an officer of the Borrower, knowledgeable of all Borrower financial matters, and is authorized to provide certification of information regarding the Borrower; hereby certifies, in such capacity as set forth below, that as of the date hereof and in accordance with the terms and conditions of the Loan Agreement, the Borrower is in compliance in all material respects for the period ending of all covenants, conditions and terms and hereby reaffirms that all representations and warranties contained therein are true and correct on and as of the date of this Compliance Certificate with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, after giving effect in all cases to any standard(s) of materiality contained in the Loan Agreement as to such representations and warranties. Attached are the required documents supporting the above certification. The undersigned further certifies, in such capacity as set forth below, that these are prepared in accordance with GAAP (except for the absence of footnotes with respect to unaudited financial statement and subject to normal year-end adjustments) and are consistent from one period to the next except as explained below. REPORTING REQUIREMENT REQUIRED CHECK IF ATTACHED Interim Financial Statements Monthly within 30 days Interim Financial Statements Quarterly within 30 days Audited Financial Statements FYE within 90 days Intellectual Property on Exhibit D Quarterly within 30 days FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES (YES/NO) Unrestricted Cash $10,000,000 BANK ACCOUNTS Has Borrower opened any new bank accounts (since the submission of the prior Compliance Certificate)? (YES/NO) If yes, please provide the following information below: Name of Bank Account Number Purpose of Account

Appears in 1 contract

Samples: Loan and Security Agreement (Aveo Pharmaceuticals Inc)

ATTACHMENT TO ADVANCE REQUEST. Dated: _______________________ The Administrative Borrower hereby represents and warrants to the Lender that each Borrower’s current name and organizational status is as follows: NameNames: CONCERT PHARMACEUTICALS, INC. [ ] Type of organizations: Corporation States of organization: Corporation State of organization: Delaware [ ] Organization file numbernumbers: 4141420 The Administrative Borrower hereby represents and warrants to the Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its each Borrower’s current owned and leased locations are as follows: EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ $[ ],000,000 Advance Date: ___ __, 201 20[ ] Maturity Date: July December 1, 2015 FOR VALUE RECEIVED, CONCERT PHARMACEUTICALS, INC.INSMED INCORPORATED, a Delaware Virginia corporation (“Parent”), for itself and each of its Subsidiaries joined to the below-defined Loan Agreement (the “Borrower”) hereby promises promise to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrowerthe Borrowers, together with interest at a floating rate equal to the greater of Term Loan Interest Rate (a) 8.50% per annum and as defined in the Loan Agreement (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 daysdefined below)), with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December June 29, 20112012, by and between Borrower the Borrowers and the Lender (as the same may from time to time be amended, restated, supplemented, or otherwise modified or supplemented from time to time in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Each Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees The Borrowers agree to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to the Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: CONCERT PHARMACEUTICALS, INC. INSMED INCORPORATED By: TitleName: Its: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWERBORROWERS

Appears in 1 contract

Samples: Loan and Security Agreement (Insmed Inc)

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALSNEUROGESX, INC. Type of organization: Corporation State of organization: Delaware [ ] Organization file number: 4141420 Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 SECURED TERM PROMISSORY NOTE $ $15,000,000 Advance Date: August , 201 Maturity Date: July 1, 2015 2011 FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSNeurogesX, INC.Inc., a Delaware corporation corporation, for itself and each of its Subsidiaries (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Fifteen Million Dollars ($ $15,000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Term Loan Interest Rate as reported set forth in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each monthLoan Agreement (defined below). This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December August , 2011, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CONCERT PHARMACEUTICALSNEUROGESX, INC. By: Title: EXHIBIT B-2 SECURED REVOLVING PROMISSORY NOTE $5,000,000 Advance Date: August , 2011 Maturity Date: [ ], 20[ ] FOR VALUE RECEIVED, NeurogesX, Inc. a Delaware corporation, for itself and each of its Subsidiaries (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Revolving Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Five Million Dollars ($5,000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at the Revolving Interest Rate as set forth in the Loan Agreement (defined below). This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated August [ ], 2011, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: NEUROGESX, INC. By: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

Samples: Loan and Security Agreement (NeurogesX Inc)

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender Agent that Borrowerthe Company’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALSX4 Pharmaceuticals, INC. Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 4851982 Borrower hereby represents and warrants to Lender Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ $[ ],000,000 Advance Date: , 201 20[ ] Maturity Date: July 1, 2015 20[ ] FOR VALUE RECEIVED, CONCERT X4 PHARMACEUTICALS, INC., a Delaware corporation corporation, for itself and each of its Qualified Subsidiaries (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation, or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to as set forth in Section 2.2(c) of the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, Loan Agreement based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Amended and Restated Loan and Security Agreement dated December June 27, 20112019, by and between Borrower among Borrower, Hercules Capital, Inc., a Maryland corporation (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS QUALIFIED SUBSIDIARIES: CONCERT X4 PHARMACEUTICALS, INC. By: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

Samples: Loan and Security Agreement (X4 Pharmaceuticals, Inc)

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender Agent that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALSAgile Therapeutics, INC. Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 Borrower hereby represents and warrants to Lender Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 SECURED TERM B PROMISSORY NOTE $ $[ ],000,000 Advance Date: , 201 20[ ] Maturity Date: July 1, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSAgile Therapeutics, INC.Inc., a Delaware corporation (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to the greater of either (a) 8.50% per annum and nine percent (9.0%), or (b) 8.50% the sum of (i) nine percent (9.0%), plus (ii) the United States Prime Rate as reported in The Wall Street Journal minus 5.25four and one quarter of one percent (4.25%), not in any case to exceed 11.0% per annum, annum based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December February 24, 20112015, by and between Borrower among Borrower, Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All payments shall be made in accordance with the Loan Agreement, including the right of Borrower to pay a portion of the amounts due and owing under this Promissory Note in shares of Common Stock in accordance with, and subject to the limitations set forth in, Section 2.1(e) of the Loan Agreement (including the requirement that any shares of Common Stock issuable by Borrower upon conversion of this Note are subject to an effective resale registration statement or are eligible for resale to the public pursuant to Rule 144 without any limitation). All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsNew York. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsNew York, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: CONCERT PHARMACEUTICALSAGILE THERAPEUTICS, INC. By: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

Samples: Loan and Security Agreement (Agile Therapeutics Inc)

ATTACHMENT TO ADVANCE REQUEST. Dated: _______________________ Borrower hereby represents and warrants to Lender Agent that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALSTG Therapeutics, INC. Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 [ ] Name: TG Biologics, Inc. Type of organization: Corporation State of organization: Delaware Organization file number: [ ] Borrower hereby represents and warrants to Lender Agent that xxx thx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and xnd postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ $[ ],000,000 Advance Date: ___ __, 201 20[ ] Maturity Date: July 1_____ ___, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSTG Therapeutics, INC.Inc., a Delaware corporation and TG Biologics, Inc., a Delaware corporation, for themselves and each of their Subsidiaries (individually and severally, jointly and collectively, the “Borrower”) hereby promises to pay to the order of Hercules Capital, Inc., a Maryland corporation, and Hercules Technology Growth CapitalIII, Inc. L.P., a Delaware limited partnership or the holder of this Note its registered assigns (the “Lender”) at 000 400 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) Lender may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to as set forth in Section 2.2(c) of the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, Loan Agreement based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Secured Term Promissory Note (this “Promissory Note”) is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December February 28, 20112019, by and between Borrower among Borrower, Hercules Capital, Inc., a Maryland corporation (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, restated, amended and restated, supplemented or otherwise modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: CONCERT PHARMACEUTICALSTG THERAPEUTICS, INC. By: Title: SIGNATURE:________________________ TITLE:_____________________________ PRINT NAME:______________________ TG BIOLOGICS, INC. SIGNATURE:________________________ TITLE:_____________________________ PRINT NAME:______________________ EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWERC

Appears in 1 contract

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

ATTACHMENT TO ADVANCE REQUEST. Dated: _______________________ Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALSAcelRx Pharmaceuticals, INC. Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 3998627 Borrower hereby represents and warrants to Lender Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 B THIS SECURED TERM PROMISSORY NOTE $ HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) THIS NOTE HAS BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) THIS NOTE MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE BORROWER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SECURED TERM PROMISSORY NOTE $[ ],000,000 Advance Date: ___ __, 201 20[ ] Maturity Date: July 1_____ ___, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSAcelRx Pharmaceuticals, INC.Inc., a Delaware corporation (the “Borrower”) ), hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. _____________ or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to as set forth in Section 2.2(c) of the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, Loan Agreement based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note one of the Notes referred to in, and is executed and delivered in connection with, that certain Amended and Restated Loan and Security Agreement dated December March 2, 20112017, by and between Borrower among Borrower, Hercules Technology II, L.P. (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CONCERT BORROWER ACELRX PHARMACEUTICALS, INC. By: _______________________________ Title: ______________________________ EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWERC

Appears in 1 contract

Samples: Loan and Security Agreement (Acelrx Pharmaceuticals Inc)

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALSEnphase Energy, INC. Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 4118583 Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ $[ ],000,000 Advance Date: [ ] [ ], 201 20[ ] Maturity Date: July August 1, 2015 2016 FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSENPHASE ENERGY, INC., a Delaware corporation (“Parent”) and each of Parent’s other subsidiaries joined to the Loan Agreement (“Joined Subsidiaries”, together with Parent hereinafter collectively referred to as the “Borrower”) hereby promises promise to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to the greater of Interest Rate (aas defined in the Credit Agreement (as defined below)) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December November 7, 20112012, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: CONCERT PHARMACEUTICALSENPHASE ENERGY, INC. BySignature: Print Name: Title: EXHIBIT C NAMECOMPLIANCE CERTIFICATE Hercules Technology Growth Capital, LOCATIONSInc. 000 Xxxxxxxx Xxxxxx, AND OTHER INFORMATION FOR BORROWERSuite 310 Palo Alto, CA 94301 Reference is made to that certain Loan and Security Agreement dated November 7, 2012 and all ancillary documents entered into in connection with such Loan and Security Agreement all as may be amended from time to time, (hereinafter referred to collectively as the “Loan Agreement”) between Hercules Technology Growth Capital, Inc. (“Hercules”) as Lender and Enphase Energy, Inc. (with each of the Joined Subsidiaries, the “Company”) as Borrower. All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement. The undersigned is an Officer of the Company, knowledgeable of all Company financial matters, and is authorized to provide certification of information regarding the Company; hereby certifies that in accordance with the terms and conditions of the Loan Agreement, the Company is in compliance for the period ending of all covenants, conditions and terms and hereby reaffirms that all representations and warranties contained therein are true and correct on and as of the date of this Compliance Certificate with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, after giving effect in all cases to any standard(s) of materiality contained in the Loan Agreement as to such representations and warranties. Attached are the required documents supporting the above certification. The undersigned further certifies that these are prepared in accordance with GAAP (except for the absence of footnotes with respect to unaudited financial statement and subject to normal year end adjustments) and are consistent from one period to the next except as explained below. REPORTING REQUIREMENT REQUIRED CHECK IF ATTACHED Interim Financial Statements Monthly within 30 days (45 days for the last month in any fiscal quarter) Interim Financial Statements Quarterly within 45 days Audited Financial Statements FYE within 90 days Very Truly Yours, ENPHASE ENERGY, INC., as Borrower Signature: Print Name: Title: EXHIBIT D FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 20[ ], and is entered into by and between ., a corporation (“Subsidiary”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, as a Lender.

Appears in 1 contract

Samples: Loan and Security Agreement (Enphase Energy, Inc.)

ATTACHMENT TO ADVANCE REQUEST. Dated: _______________________, 2018 Borrower Representative hereby represents and warrants to Lender Agent, on behalf of each Borrower, that Borrower’s each of Borrowers’ current name names and organizational status is as follows: Name: CONCERT PHARMACEUTICALS, INC. BridgeBio Pharma LLC Type of organization: Corporation limited liability company State of organization: Delaware Organization file number: 4141420 5984875 Name: BridgeBio Services Inc. Type of organization: corporation State of organization: Delaware Organization file number: 6382136 Borrower Representative hereby represents and warrants to Lender Agent, on behalf of Borrowers, that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its each Borrower’s current owned and leased locations are as follows: BridgeBio Pharma LLC and BridgeBio Services Inc.: 000 Xxxxxxx Xxxxxx Xxxx Xxxx, XX 00000 EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ $35,000,000 Advance Date: June ____, 201 2018 Maturity Date: July December 1, 2015 2021 FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSeach of BRIDGEBIO PHARMA LLC, a Delaware limited liability company, BRIDGEBIO SERVICES INC., a Delaware corporation corporation, and each of their Qualified Subsidiaries from time to time party to the Loan Agreement (the individually, each, a “Borrower”) , and collectively, “Borrowers”), from time to time, hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Note its registered assigns (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) Lender may specify from time to time in writing, in lawful money of the United States of America, the principal amount of ($ ) $35,000,000 or such other principal amount as Lender has advanced to BorrowerBorrowers, together with interest at a floating rate equal to as set forth in Section 2.1(c) of the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, Loan Agreement based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Secured Term Promissory Note (the “Term Note”) is the Term Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December as of June ___, 20112018, by and between Borrower among Borrowers, Hercules Capital, Inc., a Maryland corporation (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Term Note. Each Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Each Borrower agrees to make all payments under this Promissory Term Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. Borrowers shall be jointly and severally liable with respect to all Secured Obligations pursuant to this Term Note and the Loan Agreement. This Promissory Term Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Term Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER[SIGNATURE PAGE TO TERM NOTE] THE UNDERSIGNED HAVE DULY EXECUTED THIS TERM NOTE. BRIDGEBIO PHARMA LLC SIGNATURE: CONCERT PHARMACEUTICALS, TITLE: PRINT NAME: BRIDGEBIO SERVICES INC. BySIGNATURE: TitleTITLE: PRINT NAME: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWERBORROWER Legal Name: BridgeBio Pharma LLC Type of organization: limited liability company State of organization: Delaware Organization file number: 6382136 Prior Legal Names: N/A Periods of use: August 2017 Fiscal Year End: December 31 Federal Employer Tax Identification Number: 00-0000000 Chief Executive Office Location: 000 Xxxxxxx Xxxxxx, Xxxx Xxxx, XX 00000 Legal Name: BridgeBio Services Inc. Type of organization: corporation State of organization: Delaware Organization file number: 5984875 Prior Legal Names: N/A Periods of use: N/A Fiscal Year End: December 31 Federal Employer Tax Identification Number: 00-0000000 Chief Executive Office Location: 000 Xxxxxxx Xxxxxx, Xxxx Xxxx, XX 00000

Appears in 1 contract

Samples: Loan and Security Agreement (BridgeBio Pharma, Inc.)

ATTACHMENT TO ADVANCE REQUEST. Dated: _______________________ Borrower hereby represents and warrants to Lender Agent that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALSAmyris, INC. Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 4768633 Borrower hereby represents and warrants to Lender Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: 0000 Xxxxxx Xxxxxx, Suite 100 Emeryville, CA 94608 EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ $25,000,000 Advance Date: Xxxxx 00, 201 Maturity 0000 Xxxxxxxx Date: July 1May 31, 2015 (subject to extension as set forth in the Loan Agreement) FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSAmyris, INC.Inc., a Delaware corporation corporation, for itself and each of its Subsidiaries that has delivered a Joinder Agreement (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Twenty-Five Million Dollars ($ $25,000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating fixed rate equal to the greater of (a) 8.50the prime rate as reported in the Wall Street Journal, and if not reported, then the prime rate next reported in the Wall Street Journal, plus 6.25% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.09.5% per annum, in each case based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Term Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December March 29, 20112014, by and between Borrower among Borrower, Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF THE SUBSIDIARIES THAT HAVE DELIVERED A JOINDER AGREEMENT: CONCERT PHARMACEUTICALSAMYRIS, INC. By: ____________________________ Name: Xxxx X. Xxxx Title: President and Chief Executive Officer EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

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

ATTACHMENT TO ADVANCE REQUEST. Dated: _______________________ Borrower hereby represents and warrants to Lender Agent that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALSVerastem, INC. Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 4141420 4853179 Borrower hereby represents and warrants to Lender Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: 000 Xxxxxxxx Xxxxxx, Suite 500, Needham, MA 02494 EXHIBIT B-1 B THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (‘‘OID’’) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE ‘‘CODE’’), AND THIS LEGEND IS REQUIRED BY SECTION 1275(C) OF THE CODE. HOLDERS MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF OID, THE ISSUE PRICE, THE ISSUE DATE, AND THE YIELD TO MATURITY RELATING TO THE NOTES BY CONTACTING [NAME OR TITLE] [ADDRESS] [TELEPHONE NUMBER] SECURED TERM PROMISSORY NOTE $ $25,000,000 Advance Date: ___ __, 201 20[ ] Maturity Date: July 1_____ ___, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSVERASTEM, INC., a Delaware corporation corporation, for itself and each of its Qualified Subsidiaries (the “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc. Inc., a Maryland corporation (or the holder of this Note its registered assigns) (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the registered holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Twenty-Five Million Dollars ($ $25,000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to as set forth in Section 2.1(c) of the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, Loan Agreement based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December [ ], 20112017, by and between Borrower among Borrower, Hercules Capital, Inc., a Maryland corporation (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS QUALIFIED SUBSIDIARIES: CONCERT PHARMACEUTICALSVERASTEM, INC. BySIGNATURE: TitleTITLE: PRINT NAME: 45 EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

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

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender Agent that Borrower’s current name and organizational status is as follows: Name: CONCERT PHARMACEUTICALS, INC. [ ] Type of organization: Corporation State of organization: Delaware [ ] Organization file number: 4141420 Borrower hereby represents and warrants to Lender Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B-1 B SECURED TERM PROMISSORY NOTE $ $[ ],000,000 Advance Date: ___ __, 201 20[ ] Maturity Date: July 1_____ ___, 2015 20[ ] FOR VALUE RECEIVED, CONCERT PHARMACEUTICALSANTARES PHARMA, INC., a Delaware corporation corporation, for itself and each of its Qualified Subsidiaries (the “Borrower”) hereby promises to pay to the order of [Hercules Capital, Inc., a Maryland corporation] [Hercules Technology Growth CapitalIII, Inc. L.P., a Delaware limited partnership or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($ $[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to as set forth in Section 2.1(c) of the greater of (a) 8.50% per annum and (b) 8.50% plus the United States Prime Rate as reported in The Wall Street Journal minus 5.25%, not in any case to exceed 11.0% per annum, Loan Agreement based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated December [ ], 20112017, by and between Borrower among Borrower, Hercules Capital, Inc., a Maryland corporation (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the Commonwealth State of MassachusettsCalifornia. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Commonwealth State of MassachusettsCalifornia, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS QUALIFIED SUBSIDIARIES: CONCERT PHARMACEUTICALSANTARES PHARMA, INC. By: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

Appears in 1 contract

Samples: Loan and Security Agreement (Antares Pharma, Inc.)

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