Common use of ATTACHMENT TO ADVANCE REQUEST Clause in Contracts

ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Agent that Borrower’s current name and organizational status is as follows [complete for each Borrower]: Name: [ ] Type of organization: [ ] State of organization: [ ] Organization file number: [ ] Borrower hereby represents and warrants to Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current locations are as follows: EXHIBIT B SECURED TERM PROMISSORY NOTE $30,000,000 Advance Date:, ___ ___, 20[ ] Maturity Date:, ___ ___, 20[ ] FOR VALUE RECEIVED, (i) OAK STREET HEALTH, LLC, an Illinois limited liability company (“Oak Street Health”), (ii) OAK STREET HEALTH MSO, LLC, an Illinois limited liability company (“Oak Street Health MSO”), (iii) ACORN NETWORK, LLC, an Illinois limited liability company (“Acorn Network”), (iv) OAK STREET HEALTH PHYSICIANS GROUP, P.C., an Illinois professional corporation (“OSH Physicians”), (v) OSH-IL PHYSICIANS GROUP, LLC, an Illinois limited liability company (“OSH-IL”), (vi) OSH-MI PHYSICIANS GROUP, PC, a Michigan professional corporation (“OSH-MI”), (vii) OSH-IN PHYSICIANS GROUP, PC, an Indiana professional corporation (“OSH-IN”), and (viii) each of the Qualified Subsidiaries and Physician’s Groups of any of the foregoing (the “Additional Borrowers”; and together with Oak Street Health, Oak Street Health MSO, Acorn Network, OSH Physicians, OSH-IL, OSH-MI and OSH-IN, jointly and severally, individually and collectively, “Borrower”) hereby promises to pay to the order of Hercules 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 Thirty Million Dollars ($30,000,000.00) or such other principal amount as Lender has advanced to Borrower, together with interest at a rate as set forth in Section 2.1(c) of the 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 August 7, 2017, by and among Borrower, Hercules Capital, Inc., a Maryland corporation (the “Agent”) and 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 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 QUALIFIED SUBSIDIARIES AND PHYSICIAN GROUPS: OAK. STREET HEALTH, LLC Signature: Print Name: Title: OAK STREET HEALTH MSO, LLC Signature: Print Name: Title: ACORN NETWORK, LLC Signature: Print Name: Title: 00 XXX XXXXXX HEALTH PHYSICIANS GROUP, P.C. Signature: Print Name: Title: OSH-IL PHYSICIANS GROUP, LLC Signature: Print Name: Title: OSH-MI PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-IN PHYSICIANS GROUP, PC Signature: Print Name: Title: EXHIBIT F COMPLIANCE CERTIFICATE Hercules Capital, Inc. (as “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Reference is made to that certain Loan and Security Agreement dated August 7, 2017 and the Loan Documents (as defined therein) 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”) by and among Hercules Capital, Inc. (the “Agent”), the several banks and other financial institutions or entities from time to time party thereto (collectively, the “Lender”) and Hercules Capital, Inc., as agent for the Lender (the “Agent”) and (i) OAK STREET HEALTH, LLC, an Illinois limited liability company (“Oak Street Health”), (ii) OAK STREET HEALTH MSO, LLC, an Illinois limited liability company (“Oak Street Health MSO”), (iii) ACORN NETWORK, LLC, an Illinois limited liability company (“Acorn Network”), (iv) OAK STREET HEALTH PHYSICIANS GROUP, P.C., an Illinois professional corporation (“OSH Physicians”), (v) OSH-IL PHYSICIANS GROUP, LLC, an Illinois limited liability company (“OSH-IL”), (vi) OSH-MI PHYSICIANS GROUP, PC, a Michigan professional corporation (“OSH-MI”), (vii) OSH-IN PHYSICIANS GROUP, PC, an Indiana professional corporation (“OSH-IN”), and (viii) each of the Qualified Subsidiaries and Physician’s Groups of any of the foregoing (the “Additional Borrowers”; and together with Oak Street Health, Oak Street Health MSO, Acorn Network, OSH Physicians, OSH-IL, OSH-MI and OSH-IN, jointly and severally, individually and 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, in such capacity, 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 Interim Financial Statements Quarterly within 30 days Audited Financial Statements FYE within 180 days Borrower shall at all times after the Term B Loan Advance or Term C Loan Advance is made, maintain aggregate trailing six-month net revenue, determined in accordance with GAAP, of greater than or equal to seventy-five percent (75.0%) of Borrower’s Manager-approved financial projections as in effect as of the beginning of each fiscal year of Borrower, to be tested on the last day of each fiscal quarter of Borrower. 75% of trailing 6-month net revenue: $ Actual trailing 6-month net revenue: $ Complies: Yes No The undersigned hereby also confirms the below disclosed accounts represent all depository accounts and securities accounts presently open in the name of each Borrower or Borrower Subsidiary, as applicable. Depository AC# Financial Institution Account Type (Depository/ Securities) Last Month Ending Account Balance Purpose of Account BORROWER Name/Address: 4 5 6 7 BORROWER SUBSIDIARY / AFFILIATE COMPANY Name/Address 1 4 5 6 7 Very Truly Yours, OAK. STREET HEALTH, LLC Signature: Print Name: Title: OAK STREET HEALTH MSO, LLC Signature: Print Name: Title: ACORN NETWORK, LLC Signature: Print Name: Title: OAK STREET HEALTH PHYSICIANS GROUP, P.C. Signature: Print Name: Title: OSH-IL PHYSICIANS GROUP, LLC Signature: Print Name: Title: OSH-MI PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-IN PHYSICIANS GROUP, PC Signature: Print Name: Title: EXHIBIT G 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 (“Subsidiary”), and HERCULES CAPITAL, INC., a Maryland corporation (as “Agent”).

Appears in 2 contracts

Samples: Loan and Security Agreement (Oak Street Health, Inc.), Loan and Security Agreement (Oak Street Health, Inc.)

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ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Agent that Borrower’s current name and organizational status is as follows [complete for each Borrower]: Name: [ ] Type of organization: [ ] State of organization: [ ] Organization file number: [ ] Borrower hereby represents and warrants to Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current locations are as follows: EXHIBIT B SECURED TERM PROMISSORY NOTE $30,000,000 Advance Date:, ___ ___: , 20[ ] Maturity Date:, ___ ___: , 20[ ] FOR VALUE RECEIVED, (i) OAK STREET HEALTH, LLC, an Illinois limited liability company (“Oak Street Health”), (ii) OAK STREET HEALTH MSO, LLC, an Illinois limited liability company (“Oak Street Health MSO”), (iii) ACORN NETWORK, LLC, an Illinois limited liability company (“Acorn Network”), (iv) OAK STREET HEALTH PHYSICIANS GROUP, P.C., an Illinois professional corporation (“OSH Physicians”), (v) OSH-IL PHYSICIANS GROUP, LLC, an Illinois limited liability company (“OSH-IL”), (vi) OSH-MI PHYSICIANS GROUP, PC, a Michigan professional corporation (“OSH-MI”), (vii) OSH-IN PHYSICIANS GROUP, PC, an Indiana professional corporation (“OSH-IN”), (viii) OSH-OH PHYSICIANS GROUP, LLC, an Ohio limited liability company (“OSH-OH”), (ix) OSH-PA PHYSICIANS GROUP, PC, a Pennsylvania professional corporation (“OSH-PA”), (x) OSH-NJ PHYSICIANS GROUP, PC, a New Jersey professional corporation (“OSH-NJ”), (xi) OSH-RI PHYSICIANS GROUP, P.C., a Rhode Island professional corporation (“OSH-RI”), and (viiiviiixii) each of the Qualified Subsidiaries and Physician’s Groups of any of the foregoing (the “Additional Borrowers”; and together with Oak Street Health, Oak Street Health MSO, Acorn Network, OSH Physicians, OSH-IL, OSH-MI MI, OSH-IN, OSH-OH, OSH-PA, OSH-NJ, and OSH-IN, ,RI jointly and severally, individually and collectively, the “Borrower”) hereby promises to pay to the order of Hercules 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 Thirty Million Dollars ($30,000,000.00) or such other principal amount as Lender has advanced to Borrower, together with interest at a rate as set forth in Section 2.1(c) of the 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 August 7, 2017, by and among Borrower, Hercules Capital, Inc., a Maryland corporation (the “Agent”) and 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 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 QUALIFIED SUBSIDIARIES AND PHYSICIAN GROUPS: OAK. OAK STREET HEALTH, LLC Signature: Print Name: Title: OAK STREET HEALTH MSO, LLC Signature: Print Name: Title: ACORN NETWORK, LLC Signature: Print Name: Title: 00 XXX XXXXXX OAK STREET HEALTH PHYSICIANS GROUP, P.C. Signature: Print Name: Title: 63 OSH-IL PHYSICIANS GROUP, LLC Signature: Print Name: Title: OSH-MI PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-IN PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-OH PHYSICIANS GROUP, LLC Signature: Print Name: Title: OSH-PA PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-NJ PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-RI PHYSICIANS GROUP, P.C. Signature: Print Name: Title: EXHIBIT F COMPLIANCE CERTIFICATE Hercules Capital, Inc. (as “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Reference is made to that certain Loan and Security Agreement dated August 7, 2017 and the Loan Documents (as defined therein) 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”) by and among Hercules Capital, Inc. (the “Agent”), the several banks and other financial institutions or entities from time to time party thereto (collectively, the “Lender”) and Hercules Capital, Inc., as agent for the Lender (the “Agent”) and (i) OAK STREET HEALTH, LLC, an Illinois limited liability company (“Oak Street Health”), (ii) OAK STREET HEALTH MSO, LLC, an Illinois limited liability company (“Oak Street Health MSO”), (iii) ACORN NETWORK, LLC, an Illinois limited liability company (“Acorn Network”), (iv) OAK STREET HEALTH PHYSICIANS GROUP, P.C., an Illinois professional corporation (“OSH Physicians”), (v) OSH-IL PHYSICIANS GROUP, LLC, an Illinois limited liability company (“OSH-IL”), (vi) OSH-MI PHYSICIANS GROUP, PC, a Michigan professional corporation (“OSH-MI”), (vii) OSH-IN PHYSICIANS GROUP, PC, an Indiana professional corporation (“OSH-IN”), and (viii) OSH-OH PHYSICIANS GROUP, LLC, an Ohio limited liability company (“OSH-OH”), (ix) OSH-PA PHYSICIANS GROUP, PC, a Pennsylvania professional corporation (“OSH-PA”), (x) OSH-NJ PHYSICIANS GROUP, PC, a New Jersey professional corporation (“OSH-NJ”), (xi) OSH-RI PHYSICIANS GROUP, P.C., a Rhode Island professional corporation (“OSH-RI”)and (viiixii ) each of the Qualified Subsidiaries and Physician’s Groups of any of the foregoing (the “Additional Borrowers”; and together with Oak Street Health, Oak Street Health MSO, Acorn Network, OSH Physicians, OSH-IL, OSH-MI MI, OSH-IN, OSH-OH, OSH-PA, OSH-NJ, and OSH-IN, RI jointly and severally, individually and 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 a 11 Company financial matters, and is authorized to provide certification of information regarding the Company; hereby certifies, in such capacity, 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 Interim Financial Statements Quarterly within 30 days Audited Financial Statements FYE within 180 days Borrower shall shall, at all times on and after the Term B Loan Advance or Term C Loan Advance is mademade Second Amendment Closing Date, maintain aggregate Patient Level Contribution, on a trailing six-month net revenue, determined in accordance with GAAPGAAP basis, of greater than or equal to seventy-seventy five eighty percent (75.075.080.0%) of Borrower’s Manager-approved financial projections as in effect as of the beginning of each fiscal year of Borrower, to be tested on the last day of each fiscal quarter of BorrowerBorrower (which projections may be revised annually or from time to time and are approved by Agent in writing in its reasonable discretion). 757580% of trailing 6-month net revenuerevenue Patient Level Contribution: $ Actual trailing 6-month net revenuerevenue Patient Level Contribution: $ Complies: Yes No Borrower shall, at all times after the initial 2019 Term B Loan Advance is made through the Performance Covenant End Date, either (i) maintain unrestricted and unencumbered cash of at least Fifteen Million Dollars ($15,000,000.00) in the name of Borrower in accounts that are subject to a first priority perfected security interest in favor of Agent perfected by an Account Control Agreement or (ii) achieve and maintain Aggregate 2013-2016 Vintage Clinic Level Contribution on a trailing six (6) month basis of at least Twenty-Three Million Dollars ($23,000,000.00). Cash of Borrower maintained in Account Control Agreement accounts: $ Required: $15,000,000 Or Aggregate trailing 6-month 2013-2016 Vintage Clinic Level Contribution: $ Required: $23,000,000 Complies: Yes No The undersigned hereby also confirms the below disclosed accounts represent all depository accounts and securities accounts presently open in the name of each Borrower or Borrower Subsidiary, as applicable. Have any new depository or securities accounts been opened since the last Compliance Certificate? YES / NO (If yes, please indicate which account) Depository AC# Financial Institution Account Type (Depository/ Depository / Securities) Last Month Ending Account Balance Purpose of Account BORROWER Name/Address: 4 5 6 7 BORROWER SUBSIDIARY / AFFILIATE COMPANY Name/Address Address: 1 2 4 5 6 7 Very Truly Yours, OAK. OAK STREET HEALTH, LLC Signature: Print Name: Title: OAK STREET HEALTH MSO, LLC Signature: Print Name: Title: ACORN NETWORK, LLC Signature: Print Name: Title: OAK STREET HEALTH PHYSICIANS GROUP, P.C. Signature: Print Name: Title: OSH-IL PHYSICIANS GROUP, LLC Signature: Print Name: Title: OSH-MI PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-IN PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-OH PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-PA PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-NJ PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-RI PHYSICIANS GROUP, P.C. Signature: Print Name: Title: EXHIBIT G 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 (“Subsidiary”), and HERCULES CAPITAL, INC., a Maryland corporation (as “Agent”).

Appears in 1 contract

Samples: Loan and Security Agreement (Oak Street Health, Inc.)

ATTACHMENT TO ADVANCE REQUEST. Dated: _______________________, 20__ Borrower Representative hereby represents and warrants to Agent Agent, on behalf of each Borrower, that Borrower’s each of Borrowers’ current name names and organizational status is as follows [complete for each Borrower]follows: Name: [ ] BridgeBio Pharma, Inc. Type of organization: [ ] corporation State of organization: [ ] Delaware Organization file number: [ ] 7424449 Name: BridgeBio Pharma LLC Type of organization: limited liability company State of organization: Delaware Organization file number: 5984875 Name: BridgeBio Services Inc. Type of organization: corporation State of organization: Delaware Organization file number: 6382136 Name: SUB20, Inc. Type of organization: corporation State of organization: Delaware Organization file number: 6906483 Borrower Representative hereby represents and warrants to Agent Agent, on behalf of Borrowers, that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its each Borrower’s current locations are as follows: BridgeBio Pharma, Inc., BridgeBio Pharma LLC, BridgeBio Services Inc., and SUB20, Inc.: 000 Xxxxxxx Xxxxxx Xxxx Xxxx, XX 00000 EXHIBIT B SECURED TERM PROMISSORY NOTE $30,000,000 [___________] Advance Date:, : ___ ___, 20[ ] __ Maturity Date:, : ___ ____, 20[ ] __ FOR VALUE RECEIVED, (i) OAK STREET HEALTHeach of BRIDGEBIO PHARMA, INC., a Delaware corporation, BRIDGEBIO PHARMA LLC, an Illinois a Delaware limited liability company (“Oak Street Health”)company, (ii) OAK STREET HEALTH MSO, LLC, an Illinois limited liability company (“Oak Street Health MSO”), (iii) ACORN NETWORK, LLC, an Illinois limited liability company (“Acorn Network”), (iv) OAK STREET HEALTH PHYSICIANS GROUP, P.C., an Illinois professional corporation (“OSH Physicians”), (v) OSH-IL PHYSICIANS GROUP, LLC, an Illinois limited liability company (“OSH-IL”), (vi) OSH-MI PHYSICIANS GROUP, PCBRIDGEBIO SERVICES INC., a Michigan professional corporation (“OSH-MI”)Delaware corporation, (vii) OSH-IN PHYSICIANS GROUPSUB20, PCINC., an Indiana professional corporation (“OSH-IN”)a Delaware corporation, and (viii) each of the their Qualified Subsidiaries and Physician’s Groups of any of from time to time party to the foregoing Loan Agreement (the individually, each, a Additional BorrowersBorrower; and together with Oak Street Health, Oak Street Health MSO, Acorn Network, OSH Physicians, OSH-IL, OSH-MI and OSH-IN, jointly and severally, individually and collectively, “BorrowerBorrowers) ), from time to time, hereby promises to pay to the order of Hercules Capital, Inc., a Maryland corporation, 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 Thirty Million Dollars ($30,000,000.00) [___________] or such other principal amount as Lender has advanced to BorrowerBorrowers, together with interest at a rate as set forth in Section 2.1(c) of the 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 August 7as of June 19, 20172018, by and among BorrowerBorrowers, Hercules Capital, Inc., a Maryland corporation (the “Agent”) and 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 State of California. This Promissory Term 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 [SIGNATURE PAGE TO TERM NOTE] THE UNDERSIGNED HAVE DULY EXECUTED THIS TERM NOTE. BRIDGEBIO PHARMA, INC. SIGNATURE: TITLE: PRINT NAME: BRIDGEBIO PHARMA, LLC. SIGNATURE: TITLE: PRINT NAME: BRIDGEBIO PHARMA, INC. SIGNATURE: TITLE: PRINT NAME: SUB20, INC. SIGNATURE: TITLE: PRINT NAME: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR ITSELF AND ON BEHALF OF ITS QUALIFIED SUBSIDIARIES AND PHYSICIAN GROUPS: OAK. STREET HEALTH, LLC Signature: Print BORROWERS Legal Name: TitleBridgeBio Pharma LLC Type of organization: OAK STREET HEALTH MSOlimited 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, LLC Signature: Print Xxxx Xxxx, XX 00000 Legal Name: TitleBridgeBio Services Inc. Type of organization: ACORN NETWORKcorporation 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 EXHIBIT D PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES See attached. EXHIBIT E DEPOSIT ACCOUNTS AND INVESTMENT ACCOUNTS ACCOUNT HOLDER DEPOSITORY / INTERMEDIARY ADDRESS PURPOSE ACCOUNT NUMBER BridgeBio Pharma LLC Signature: Print Name: Title: 00 XXX XXXXXX HEALTH PHYSICIANS GROUPSilicon Valley Bank 000 Xxxxxxx Xx., P.C. Signature: Print Name: Title: OSH-IL PHYSICIANS GROUPXxx. 000, LLC Signature: Print Name: Title: OSH-MI PHYSICIANS GROUPXxx Xxxxxxxxx, PC Signature: Print Name: Title: OSH-IN PHYSICIANS GROUPXX 00000 Operating Account 3301428699 BridgeBio Services Inc. Silicon Valley Bank 000 Xxxxxxx Xx., PC Signature: Print Name: Title: Xxx. 000, Xxx Xxxxxxxxx, XX 00000 Operating Account 3301539758 EXHIBIT F COMPLIANCE CERTIFICATE Hercules Capital, Inc. (as “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 email: xxxxx@xxxxxxxxxxxx.xxx; xxxxxxx@xxxx.xxx; xxxxx@xxxx.xxx Attn: Legal Department; Xxxxxx Xxxxxx; Xxxxxx Xxxx Reference is made to that certain Loan and Security Agreement dated August 7as of June 19, 2017 2018, by and the Loan Documents (as defined therein) entered into in connection with such Loan among BRIDGEBIO PHARMA, INC., a Delaware corporation, BRIDGEBIO PHARMA LLC, a Delaware limited liability company, BRIDGEBIO SERVICES INC., a Delaware corporation, SUB20, Inc., a Delaware corporation, and Security Agreement all as may be amended each of their Qualified Subsidiaries from time to time party to the Loan Agreement (hereinafter referred to collectively as the individually, each, a Loan AgreementBorrower) by , and among Hercules Capitalcollectively, Inc. (the AgentBorrowers”), the several banks and other financial institutions or entities from time to time party thereto parties to this Agreement (collectively, the “Lender”) and Hercules CapitalHERCULES CAPITAL, Inc.INC., a Maryland corporation, in its capacity as administrative agent and administrative agent for the Lender (the in such capacity “Agent”) and (i) OAK STREET HEALTH, LLC, an Illinois limited liability company (“Oak Street Health”), (ii) OAK STREET HEALTH MSO, LLC, an Illinois limited liability company (“Oak Street Health MSO”), (iii) ACORN NETWORK, LLC, an Illinois limited liability company (“Acorn Network”), (iv) OAK STREET HEALTH PHYSICIANS GROUP, P.C., an Illinois professional corporation (“OSH Physicians”), (v) OSH-IL PHYSICIANS GROUP, LLC, an Illinois limited liability company (“OSH-IL”), (vi) OSH-MI PHYSICIANS GROUP, PC, a Michigan professional corporation (“OSH-MI”), (vii) OSH-IN PHYSICIANS GROUP, PC, an Indiana professional corporation (“OSH-IN”), and (viii) each of the Qualified Subsidiaries and Physician’s Groups of any of the foregoing (the “Additional Borrowers”; and together with Oak Street Health, Oak Street Health MSO, Acorn Network, OSH Physicians, OSH-IL, OSH-MI and OSH-IN, jointly and severally, individually and 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 CompanyBorrower Representative, knowledgeable of all Company Borrowers’ financial matters, and is authorized to provide certification of information regarding the CompanyBorrowers; hereby certifies, in such capacity, that in accordance with the terms and conditions of the Loan Agreement, the Company each Borrower is in compliance for the period ending of ___________ with all covenants, conditions and terms and hereby reaffirms that all representations and warranties contained therein are true and correct in all material respects (except to the extent any representation or warranty is qualified by any applicable standard of materiality in the Loan Agreement) 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 that such representations and warranties expressly relate to an earlier date, after giving effect in all cases and except that no representation and warranty related to any standard(s) of materiality contained in the Loan Agreement as Platform Companies is deemed to such be made except for the representations and warrantieswarranties set forth in Section 5.15 with respect to the Pledged Collateral. Attached are the required documents supporting the above certification. The undersigned further certifies that these all financial statements delivered herewith are prepared in accordance with GAAP (except for the absence of footnotes with respect to unaudited financial statement and subject to normal year year-end adjustments) and are consistent from one period to the next except as explained below. REPORTING REQUIREMENT REQUIRED CHECK IF ATTACHED Interim Monthly Financial Statements Monthly If Borrower’s Market Capitalization is less than $700,000,000 – Monthly, within 30 45 days Interim (or 60 days for months ending March, June, September and December) ☐ Quarterly Financial Statements Quarterly Quarterly, within 30 60 days (or a later time period as may be provided by SEC in connection with COVID-19) ☐ Audited Financial Statements FYE (if required by New Parent’s board of directors) Annually, within 180 days Borrower shall at all times after the Term B Loan Advance or Term C Loan Advance is made, maintain aggregate trailing six-month net revenue, determined in accordance with GAAP, of greater than or equal to seventy-five percent (75.0%) of Borrower’s Manager-approved financial projections as in effect as of the beginning of each fiscal year end ☐ Budget and Projections Annually, within 90 days of Borrowerfiscal year end, to be tested on the last day of each fiscal quarter of Borrower. 75% of trailing 6-month net revenue: $ Actual trailing 6-month net revenue: $ Complies: and promptly upon any Board approved material update ☐ FINANCIAL COVENANT REQUIRED COMPLIES Minimum Cash $20,000,0001 ☐Yes No The undersigned hereby also confirms the below disclosed accounts represent all depository accounts and securities accounts presently open in the name of each Borrower or Borrower Subsidiary, as applicable. Depository AC# Financial Institution Account Type (Depository/ Securities) Last Month Ending Account Balance Purpose of Account BORROWER Name/Address: 4 5 6 7 BORROWER SUBSIDIARY / AFFILIATE COMPANY Name/Address 1 4 5 6 7 Very Truly Yours, OAK. STREET HEALTH, LLC Signature: Print Name: Title: OAK STREET HEALTH MSO, LLC Signature: Print Name: Title: ACORN NETWORK, LLC Signature: Print Name: Title: OAK STREET HEALTH PHYSICIANS GROUP, P.C. Signature: Print Name: Title: OSH-IL PHYSICIANS GROUP, LLC Signature: Print Name: Title: OSH-MI PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-IN PHYSICIANS GROUP, PC Signature: Print Name: Title: EXHIBIT G 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 (“Subsidiary”), and HERCULES CAPITAL, INC., a Maryland corporation (as “Agent”).follows:

Appears in 1 contract

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

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ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Agent that Borrower’s current name and organizational status is as follows [complete for each Borrower]: Name: [ ] Type of organization: [ ] State of organization: [ ] Organization file number: [ ] Borrower hereby represents and warrants to Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current locations are as follows: EXHIBIT B SECURED TERM PROMISSORY NOTE $30,000,000 Advance Date:, ___ ___: , 20[ ] Maturity Date:, ___ ___: , 20[ ] FOR VALUE RECEIVED, (i) OAK STREET HEALTH, LLC, an Illinois limited liability company (“Oak Street Health”), (ii) OAK STREET HEALTH MSO, LLC, an Illinois limited liability company (“Oak Street Health MSO”), (iii) ACORN NETWORK, LLC, an Illinois limited liability company (“Acorn Network”), (iv) OAK STREET HEALTH PHYSICIANS GROUP, P.C., an Illinois professional corporation (“OSH Physicians”), (v) OSH-IL PHYSICIANS GROUP, LLC, an Illinois limited liability company (“OSH-IL”), (vi) OSH-MI PHYSICIANS GROUP, PC, a Michigan professional corporation (“OSH-MI”), (vii) OSH-IN PHYSICIANS GROUP, PC, an Indiana professional corporation (“OSH-IN”), (viii) OSH-OH PHYSICIANS GROUP, LLC, an Ohio limited liability company (“OSH-OH”), (ix) OSH-PA PHYSICIANS GROUP, PC, a Pennsylvania professional corporation (“OSH-PA”), (x) OSH-NJ PHYSICIANS GROUP, PC, a New Jersey professional corporation (“OSH-NJ”), (xi) OSH-RI PHYSICIANS GROUP, P.C., a Rhode Island professional corporation (“OSH-RI”), and (viiiviiixii) each of the Qualified Subsidiaries and Physician’s Groups of any of the foregoing (the “Additional Borrowers”; and together with Oak Street Health, Oak Street Health MSO, Acorn Network, OSH Physicians, OSH-IL, OSH-MI MI, OSH-IN, OSH-OH, OSH-PA, OSH-NJ, and OSH-IN, ,RI jointly and severally, individually and collectively, the “Borrower”) hereby promises to pay to the order of Hercules 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 Thirty Million Dollars ($30,000,000.00) or such other principal amount as Lender has advanced to Borrower, together with interest at a rate as set forth in Section 2.1(c) of the 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 August 7, 2017, by and among Borrower, Hercules Capital, Inc., a Maryland corporation (the “Agent”) and 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 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 QUALIFIED SUBSIDIARIES AND PHYSICIAN GROUPS: OAK. OAK STREET HEALTH, LLC Signature: Print Name: Title: OAK STREET HEALTH MSO, LLC Signature: Print Name: Title: ACORN NETWORK, LLC Signature: Print Name: Title: 00 XXX XXXXXX OAK STREET HEALTH PHYSICIANS GROUP, P.C. Signature: Print Name: Title: 63 OSH-IL PHYSICIANS GROUP, LLC Signature: Print Name: Title: OSH-MI PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-IN PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-OH PHYSICIANS GROUP, LLC Signature: Print Name: Title: OSH-PA PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-NJ PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-RI PHYSICIANS GROUP, P.C. Signature: Print Name: Title: EXHIBIT F COMPLIANCE CERTIFICATE Hercules Capital, Inc. (as “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Reference is made to that certain Loan and Security Agreement dated August 7, 2017 and the Loan Documents (as defined therein) 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”) by and among Hercules Capital, Inc. (the “Agent”), the several banks and other financial institutions or entities from time to time party thereto (collectively, the “Lender”) and Hercules Capital, Inc., as agent for the Lender (the “Agent”) and (i) OAK STREET HEALTH, LLC, an Illinois limited liability company (“Oak Street Health”), (ii) OAK STREET HEALTH MSO, LLC, an Illinois limited liability company (“Oak Street Health MSO”), (iii) ACORN NETWORK, LLC, an Illinois limited liability company (“Acorn Network”), (iv) OAK STREET HEALTH PHYSICIANS GROUP, P.C., an Illinois professional corporation (“OSH Physicians”), (v) OSH-IL PHYSICIANS GROUP, LLC, an Illinois limited liability company (“OSH-IL”), (vi) OSH-MI PHYSICIANS GROUP, PC, a Michigan professional corporation (“OSH-MI”), (vii) OSH-IN PHYSICIANS GROUP, PC, an Indiana professional corporation (“OSH-IN”), and (viii) OSH-OH PHYSICIANS GROUP, LLC, an Ohio limited liability company (“OSH-OH”), (ix) OSH-PA PHYSICIANS GROUP, PC, a Pennsylvania professional corporation (“OSH-PA”), (x) OSH-NJ PHYSICIANS GROUP, PC, a New Jersey professional corporation (“OSH-NJ”), (xi) OSH-RI PHYSICIANS GROUP, P.C., a Rhode Island professional corporation (“OSH-RI”)and (viiixii ) each of the Qualified Subsidiaries and Physician’s Groups of any of the foregoing (the “Additional Borrowers”; and together with Oak Street Health, Oak Street Health MSO, Acorn Network, OSH Physicians, OSH-IL, OSH-MI MI, OSH-IN, OSH-OH, OSH-PA, OSH-NJ, and OSH-IN, RI jointly and severally, individually and 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 a 11 Company financial matters, and is authorized to provide certification of information regarding the Company; hereby certifies, in such capacity, 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 Interim Financial Statements Quarterly within 30 days Audited Financial Statements FYE within 180 days Borrower shall shall, at all times on and after the Term B Loan Advance or Term C Loan Advance is mademade Second Amendment Closing Date, maintain aggregate Patient Level Contribution, on a trailing six-month net revenue, determined in accordance with GAAPGAAP basis, of greater than or equal to seventy-seventy five eighty percent (75.075.080.0%) of Borrower’s Manager-approved financial projections as in effect as of the beginning of each fiscal year of Borrower, to be tested on the last day of each fiscal quarter of BorrowerBorrower (which projections may be revised annually or from time to time and are approved by Agent in writing in its reasonable discretion). 757580 % of trailing 6-month net revenuerevenue Patient Level Contribution: $ Actual trailing 6-month net revenuerevenue Patient Level Contribution: $ Complies: Yes No Borrower shall, at all times after the initial 2019 Term B Loan Advance is made through the Performance Covenant End Date, either (i) maintain unrestricted and unencumbered cash of at least Fifteen Million Dollars ($15,000,000.00) in the name of Borrower in accounts that are subject to a first priority perfected security interest in favor of Agent perfected by an Account Control Agreement or (ii) achieve and maintain Aggregate 2013-2016 Vintage Clinic Level Contribution on a trailing six (6) month basis of at least Twenty-Three Million Dollars ($23,000,000.00). Cash of Borrower maintained in Account Control Agreement accounts: $ Required: $15,000,000 Or Aggregate trailing 6-month 2013-2016 Vintage Clinic Level Contribution: $ Required: $23,000,000 Complies: Yes No The undersigned hereby also confirms the below disclosed accounts represent all depository accounts and securities accounts presently open in the name of each Borrower or Borrower Subsidiary, as applicable. Have any new depository or securities accounts been opened since the last Compliance Certificate? YES / NO (If yes, please indicate which account) Depository AC# Financial Institution Account Type (Depository/ Depository / Securities) Last Month Ending Account Balance Purpose of Account BORROWER Name/Address: 4 5 6 7 BORROWER SUBSIDIARY / AFFILIATE COMPANY Name/Address Address: 1 2 4 5 6 7 Very Truly Yours, OAK. OAK STREET HEALTH, LLC Signature: Print Name: Title: OAK STREET HEALTH MSO, LLC Signature: Print Name: Title: ACORN NETWORK, LLC Signature: Print Name: Title: OAK STREET HEALTH PHYSICIANS GROUP, P.C. Signature: Print Name: Title: OSH-IL PHYSICIANS GROUP, LLC Signature: Print Name: Title: OSH-MI PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-IN PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-OH PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-PA PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-NJ PHYSICIANS GROUP, PC Signature: Print Name: Title: OSH-RI PHYSICIANS GROUP, P.C. Signature: Print Name: Title: EXHIBIT G 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 (“Subsidiary”), and HERCULES CAPITAL, INC., a Maryland corporation (as “Agent”).

Appears in 1 contract

Samples: Loan and Security Agreement (Oak Street Health, Inc.)

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