Common use of Automatic Payment Authorization Clause in Contracts

Automatic Payment Authorization. Effective as of August 27, 2019, METACRINE, INC., a Delaware corporation (“Borrower Representative”), hereby authorizes K2 HEALTHVENTURES LLC (“K2”), or any affiliate acting on its behalf pursuant to the Loan Agreement and the bank or financial institution named below (“Bank”), to automatically debit through the Automatic Clearing House (ACH) from, and initiate variable debit and/or credit entries to, the deposit, checking or savings accounts as designated below maintained in the name of a Borrower, and to cause electronic funds transfers to an account of K2 to be applied to the payment of any and all amounts due under the Loan and Security Agreement, dated August 27, 2019 (as amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”), among Borrower Representative and each Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), K2, and any other lender from time to time party thereto (collectively, “Lenders”), and Collateral Trustee, as collateral agent for Lenders, including without limitation, principal, interest, fees, expenses and charges (including Lender Expenses). Capitalized terms not otherwise defined herein, have the meanings given in the Agreement. This Authorization shall remain in effect until the Loan Agreement has been terminated. Bank: Address: ABA Number: Account Number: Account Holder: This Authorization is executed as of the date set forth above by the undersigned authorized representative of Borrower Representative: METACRINE, INC. By: Name: Title: EXHIBIT G FORM OF SECURED PROMISSORY NOTE $[•] [•], 20[•] FOR VALUE RECEIVED, the undersigned, [METACRINE, INC.], and each Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), hereby unconditionally, jointly and severally, promise to pay to [•] (together with its successors and assigns, the “Holder”) at the times, in the amounts and at the address set forth in the Loan and Security Agreement, dated as of August [26], 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used herein without definition have the meanings assigned to such terms in the Loan Agreement), among Borrowers, the Holder, any other lender from time to time party thereto (collectively, “Lenders”), and ANKURA TRUST COMPANY, LLC, a New Hampshire chartered trust company, as collateral agent for Lenders (in such capacity, “Collateral Trustee”), the lesser of (i) the principal amount of [•] Dollars ($[•]) and (ii) the aggregate outstanding principal amount of Loans made by the Holder to Borrowers according to the terms of Section 2.2 of the Loan Agreement. Borrowers further, jointly and severally, promise to pay interest in accordance with Section 2.3 of the Loan Agreement. In no event shall interest hereunder exceed the maximum rate permitted under applicable law. All payments of principal, interest and any other amounts due shall be made as set forth in Section 2.5 of the Loan Agreement. The Obligations evidenced by this Secured Promissory Note (as amended, restated, supplemented or otherwise modified from time to time, this “Note”) are subject to acceleration in accordance with Section 9.1 of the Loan Agreement. Borrower hereby waives presentment, demand, notice of default or dishonor, notice of payment and nonpayment, protest and all other demands and notices in connection with the execution, delivery, acceptance, performance, default or enforcement of this Note. This Note is secured by a security interest in the Collateral granted to Collateral Trustee, for the ratable benefit of Lenders, pursuant to certain other Loan Documents. The terms of Section 11 of the Loan Agreement are incorporated herein, mutatis mutandis. For purposes of Sections 1272, 1273 and 1275 of the IRC, this Note is being issued with “original issue discount.” Please contact Xxxxxx Xxxxxxxx, Chief Financial Officer, at 0000 Xxxxxxxx Xxxxxx Xxxx., Xxxxx X, Xxx Xxxxx, XX 00000, or by telephone at (000) 000-0000 to obtain information regarding the issue price, issue date, amount of original issue discount and yield to maturity.

Appears in 2 contracts

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

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Automatic Payment Authorization. Effective as of August 27[___________________], 2019, METACRINEALTO NEUROSCIENCE, INC., a Delaware corporation (“Borrower Representative”), ) hereby authorizes K2 HEALTHVENTURES LLC (“K2”), or any affiliate acting on its behalf pursuant to the Loan Agreement and the bank or financial institution named below (“Bank”), ) to automatically debit through the Automatic Clearing House (ACH) from, and initiate variable debit and/or credit entries to, the deposit, checking or savings accounts as designated below maintained in the name of a Borrower, and to cause electronic funds transfers to an account of K2 to be applied to the payment of any and all amounts due under the Loan and Security Agreement, dated August 27December 16, 2019 2022 (as amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”), among Borrower Representative Representative, and each Person any other borrowers party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”)time, K2, and any other lender from time to time party thereto (collectively, “Lenders”), and Collateral TrusteeAnkura Trust Company, LLC, as collateral agent for Lenders, including without limitation, principal, interest, fees, expenses and charges (including Lender Expenses). Capitalized terms not otherwise defined herein, have the meanings given in the Agreement. This Authorization shall remain in effect until the Loan Agreement has been terminated. Bank: Address: ABA Number: Account Number: Account Holder: This Authorization is executed as of the date set forth above by the undersigned authorized representative of Borrower Representative: METACRINEALTO NEUROSCIENCE, INC. By: Name: Title: EXHIBIT G FORM OF SECURED PROMISSORY NOTE [[THE SECURITY REPRESENTED BY THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULE 144 UNDER SAID ACT.]] $[•[ ] [•][ , 20[•20 ] FOR VALUE RECEIVED, the undersigned, [METACRINE[ ], INC.]a [ ] (“Borrower Representative”), and each Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), hereby unconditionally, jointly and severally, promise to pay to [•[ ] (together with its successors and assigns, the “Holder”) at the times, in the amounts and at the address set forth in the Loan and Security Agreement, dated as of August [26]December 16, 2019 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used herein without definition have the meanings assigned to such terms in the Loan Agreement), among Borrowers, the Holder, any other lender from time to time party thereto (collectively, “Lenders”), and ANKURA TRUST COMPANY, LLC, a New Hampshire chartered trust company, as collateral agent for Lenders (in such capacity, “Collateral Trustee”), the lesser of (i) the principal amount of [•[ ] Dollars ($[•[ ]) and (ii) the aggregate outstanding principal amount of Loans made by the Holder to Borrowers according to the terms of Section 2.2 of the Loan Agreement. Borrowers further, jointly and severally, promise to pay interest in accordance with Section 2.3 of the Loan Agreement. In no event shall interest hereunder exceed the maximum rate permitted under applicable law. All payments of principal, interest and any other amounts due shall be made as set forth in Section 2.5 of the Loan Agreement. The Obligations evidenced by this Secured Promissory Note (as amended, restated, supplemented or otherwise modified from time to time, this “Note”) are subject to acceleration in accordance with Section 9.1 of the Loan Agreement. Each Borrower hereby waives presentment, demand, notice of default or dishonor, notice of payment and nonpayment, protest and all other demands and notices in connection with the execution, delivery, acceptance, performance, default or enforcement of this Note. This Note is secured by a security interest in the Collateral granted to Collateral Trustee, for the ratable benefit of Lenders, pursuant to certain other Loan Documents. The terms of Section 11 of the Loan Agreement are incorporated herein, mutatis mutandis. For purposes of Sections 1272, 1273 and 1275 of the IRC, this Note is being issued with “original issue discount.” Please contact Xxxxxx Xxxxxxxx[ ], Chief Financial Officer, at 0000 Xxxxxxxx Xxxxxx Xxxx., Xxxxx X, Xxx Xxxxx, XX 00000[ ], or by telephone at (000) 000-0000 [ ] to obtain information regarding the issue price, issue date, amount of original issue discount and yield to maturity.

Appears in 2 contracts

Samples: Loan and Security Agreement (Alto Neuroscience, Inc.), Loan and Security Agreement (Alto Neuroscience, Inc.)

Automatic Payment Authorization. Effective as of August 27[_______________], 2019, METACRINESURFACE ONCOLOGY, INC., a Delaware corporation (“Borrower Representative”), ) hereby authorizes K2 HEALTHVENTURES LLC (“K2”), or any affiliate acting on its behalf pursuant to the Loan Agreement and the bank or financial institution named below (“Bank”), ) to automatically debit through the Automatic Clearing House (ACH) from, and initiate variable debit and/or credit entries to, the deposit, checking or savings accounts as designated below maintained in the name of a Borrower, and to cause electronic funds transfers to an account of K2 to be applied to the payment of any and all amounts due under the Loan and Security Agreement, dated August 27November 22, 2019 (as amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”), among Borrower Representative SURFACE ONCOLOGY, INC., a Delaware corporation, and each Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), K2, and any other lender from time to time party thereto (collectively, “Lenders”), and Collateral TrusteeAnkura Trust Company, LLC, as collateral agent for Lenders, including without limitation, principal, interest, fees, expenses and charges (including Lender Expenses). Capitalized terms not otherwise defined herein, have the meanings given in the Agreement. This Authorization shall remain in effect until the Loan Agreement has been terminated. Bank: Address: ABA Number: Account Number: Account Holder: This Authorization is executed as of the date set forth above by the undersigned authorized representative of Borrower Representative: METACRINESURFACE ONCOLOGY, INC. By: Name: Title: EXHIBIT G FORM OF SECURED PROMISSORY NOTE [THE SECURITY REPRESENTED BY THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULE 144 UNDER SAID ACT.] $[________________] [•]_________, 20[•20__] FOR VALUE RECEIVED, the undersigned, [METACRINESURFACE ONCOLOGY, INC.], a Delaware corporation, and each Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), hereby unconditionally, jointly and severally, promise to pay to [__________________________] (together with its successors and assigns, the “Holder”) at the times, in the amounts and at the address set forth in the Loan and Security Agreement, dated as of August [26]November 22, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used herein without definition have the meanings assigned to such terms in the Loan Agreement), among Borrowers, the Holder, any other lender from time to time party thereto (collectively, “Lenders”), and ANKURA TRUST COMPANY, LLC, a New Hampshire chartered trust company, as collateral agent for Lenders (in such capacity, “Collateral Trustee”), the lesser of (i) the principal amount of [___________] Dollars ($[__________]) and (ii) the aggregate outstanding principal amount of Loans made by the Holder to Borrowers according to the terms of Section 2.2 of the Loan Agreement. Borrowers further, jointly and severally, promise to pay interest in accordance with Section 2.3 of the Loan Agreement. In no event shall interest hereunder exceed the maximum rate permitted under applicable law. All payments of principal, interest and any other amounts due shall be made as set forth in Section 2.5 of the Loan Agreement. The Obligations evidenced by this Secured Promissory Note (as amended, restated, supplemented or otherwise modified from time to time, this “Note”) are subject to acceleration in accordance with Section 9.1 of the Loan Agreement. Borrower hereby waives presentment, demand, notice of default or dishonor, notice of payment and nonpayment, protest and all other demands and notices in connection with the execution, delivery, acceptance, performance, default or enforcement of this Note. This Note is secured by a security interest in the Collateral granted to Collateral Trustee, for the ratable benefit of Lenders, pursuant to certain other Loan Documents. The terms of Section 11 of the Loan Agreement are incorporated herein, mutatis mutandis. For purposes of Sections 1272, 1273 and 1275 of the IRC, this Note is being issued with “original issue discount.” Please contact Xxxxxx Xxxxxxxx, Chief Financial Officer, at 0000 Xxxxxxxx Xxxxxx Xxxx., Xxxxx X, Xxx Xxxxx, XX 00000[_______________], or by telephone at (000) 000-0000 [___________] to obtain information regarding the issue price, issue date, amount of original issue discount and yield to maturity.

Appears in 1 contract

Samples: Loan and Security Agreement (Surface Oncology, Inc.)

Automatic Payment Authorization. Effective as of August 27September 2, 20192022, METACRINETRACON PHARMACEUTICALS, INC., a Delaware corporation (“Borrower Representative”), ) hereby authorizes K2 HEALTHVENTURES LLC RUNWAY GROWTH FINANCE CORP., as administrative agent for Lenders (in such capacity, K2Agent”), or any affiliate acting on its behalf pursuant to the Loan Agreement and the bank or financial institution named below (“Bank”), ) to automatically debit through the Automatic Clearing House (ACH) from, and initiate variable debit and/or credit entries to, the deposit, checking or savings accounts as designated below maintained in the name of a Borrower, and to cause electronic funds transfers to an account of K2 Agent to be applied to the payment of any and all amounts due under the Loan and Security Agreement, dated August 27September 2, 2019 2022 (as amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”), among TRACON PHARMACEUTICALS, INC., a Delaware corporation (“Borrower Representative Representative”), and each other Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), K2, and any other lender the lenders from time to time party thereto (collectively, “Lenders”), and Collateral TrusteeAgent, as administrative agent and collateral agent for Lenders, including without limitation, principal, interest, fees, expenses and charges (including Lender Expenses). Capitalized terms not otherwise defined herein, have the meanings given in the Agreement. This Authorization shall remain in effect until the Loan Agreement has been terminated. Bank: Address: ABA Number: Account Number: Account Holder: [SIGNATURE PAGE TO AUTOMATIC PAYMENT AUTHORIZATION] This Authorization is executed as of the date set forth above by the undersigned authorized representative of Borrower Representative: METACRINETRACON PHARMACEUTICALS, INC. ., a Delaware corporation By: Name: Title: EXHIBIT G FORM OF SECURED PROMISSORY NOTE $[________________] [•]_______ __, 20[•20__] FOR VALUE RECEIVED, the undersigned, [METACRINETRACON PHARMACEUTICALS, INC.], a Delaware corporation (“Borrower Representative”), and each other Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), hereby unconditionally, jointly and severally, promise to pay to [__________________________] (together with its successors and assigns, the “Holder”) at the times, in the amounts and at the address set forth in the Loan and Security Agreement, dated as of August [26]September 2, 2019 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used herein without definition have the meanings assigned to such terms in the Loan Agreement), among Borrowers, the Holder, any the other lender lenders from time to time party thereto (collectively, “Lenders”), and ANKURA TRUST COMPANY, LLCRUNWAY GROWTH FINANCE CORP., a New Hampshire chartered trust companyMaryland corporation, as administrative agent and collateral agent for Lenders (in such capacity, “Collateral TrusteeAgent”), the lesser of (i) the principal amount of [___________] Dollars ($[__________]) and (ii) the aggregate outstanding principal amount of Loans made by the Holder to Borrowers according to the terms of Section 2.2 of the Loan Agreement. Borrowers further, jointly and severally, promise to pay interest in accordance with Section 2.3 of the Loan Agreement. In no event shall interest hereunder exceed the maximum rate permitted under applicable law. All payments of principal, interest and any other amounts due shall be made as set forth in Section 2.5 of the Loan Agreement. The Obligations evidenced by this Secured Promissory Note (as amended, restated, supplemented or otherwise modified from time to time, this “Note”) are subject to acceleration in accordance with Section 9.1 of the Loan Agreement. Borrower hereby waives presentment, demand, notice of default or dishonor, notice of payment and nonpayment, protest and all other demands and notices in connection with the execution, delivery, acceptance, performance, default or enforcement of this Note. This Note is secured by a security interest in the Collateral granted to Collateral TrusteeAgent, for the ratable benefit of Lenders, pursuant to certain other Loan Documents. The terms of Section 11 of the Loan Agreement are incorporated herein, mutatis mutandis. For purposes of Sections 1272, 1273 and 1275 of the IRC, this Note is being issued with “original issue discount.” Please contact Xxxxxx Xxxxxxxx, Chief Financial Officer, at 0000 Xxxxxxxx Xxxxxx Xxxx., Xxxxx X, Xxx Xxxxx, XX 00000, or by telephone at (000) 000-0000 to obtain information regarding the issue price, issue date, amount of original issue discount and yield to maturity.

Appears in 1 contract

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

Automatic Payment Authorization. Effective as of August 27September 30, 2019, METACRINEBRILLIANT EARTH, INC., a Delaware corporation LLC (“Borrower Representative”), ) hereby authorizes K2 HEALTHVENTURES LLC RUNWAY GROWTH CREDIT FUND INC., as administrative agent for Lenders (in such capacity, K2Agent”), or any affiliate acting on its behalf pursuant to the Loan Agreement and the bank or financial institution named below (“Bank”), ) to automatically debit through the Automatic Clearing House (ACH) from, and initiate variable debit and/or credit entries to, the deposit, checking or savings accounts as designated below maintained in the name of a Borrower, and to cause electronic funds transfers to an account of K2 Agent to be applied to the payment of any and all amounts due under the Loan and Security Agreement, dated August 27September 30, 2019 (as amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”), among Borrower Representative BRILLIANT EARTH, LLC, a Delaware limited liability company, and each Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), K2, and any other lender the lenders from time to time party thereto (collectively, “Lenders”), and Collateral TrusteeAgent, as administrative agent and collateral agent for Lenders, including without limitation, principal, interest, fees, expenses and charges (including Lender Expenses). Capitalized terms not otherwise defined herein, have the meanings given in the Agreement. This Authorization shall remain in effect until the Loan Agreement has been terminated. Bank: Address: ABA Number: Account Number: Account Holder: This Authorization is executed as of the date set forth above by the undersigned authorized representative of Borrower Representative: METACRINEBRILLIANT EARTH, INC. LLC By: Name: Title: EXHIBIT G FORM OF SECURED PROMISSORY NOTE $[•[ ] [•][ , 20[•20 ] THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST, BORROWERS WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE. HOLDERS SHOULD CONTACT THE CO-CEOS AND VP OF FINANCE & TECHNOLOGY, AT 26 O’XXXXXXX XXXXXX, 00XX XXXXX, XXX XXXXXXXXX, XX 00000. FOR VALUE RECEIVED, the undersigned, [METACRINEBRILLIANT EARTH, INC.]LLC, a Delaware limited liability company, and each Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), hereby unconditionally, jointly and severally, promise to pay to [•[ ] (together with its successors and registered assigns, the “Holder”) at the times, in the amounts and at the address set forth in the Loan and Security Agreement, dated as of August [26]September 30, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used herein without definition have the meanings assigned to such terms in the Loan Agreement), among Borrowers, the Holder, any the other lender lenders from time to time party thereto (collectively, “Lenders”), and ANKURA TRUST COMPANY, LLCRUNWAY GROWTH CREDIT FUND INC., a New Hampshire chartered trust companyMaryland corporation, as administrative agent and collateral agent for Lenders (in such capacity, “Collateral TrusteeAgent”), the lesser of (i) the principal amount of [•[ ] Dollars ($[•[ ]) and (ii) the aggregate outstanding principal amount of Loans made by the Holder to Borrowers according to the terms of Section 2.2 of the Loan Agreement. Borrowers further, jointly and severally, promise to pay interest in accordance with Section 2.3 of the Loan Agreement. In no event shall interest hereunder exceed the maximum rate permitted under applicable law. All payments of principal, interest and any other amounts due shall be made as set forth in Section 2.5 of the Loan Agreement. The Obligations evidenced by this Secured Promissory Note (as amended, restated, supplemented or otherwise modified from time to time, this “Note”) are subject to acceleration in accordance with Section 9.1 of the Loan Agreement. Borrower hereby waives presentment, demand, notice of default or dishonor, notice of payment and nonpayment, protest and all other demands and notices in connection with the execution, delivery, acceptance, performance, default or enforcement of this Note. This Note is secured by a security interest in the Collateral granted to Collateral TrusteeAgent, for the ratable benefit of Lenders, pursuant to certain other Loan Documents. The terms of Section 11 of the Loan Agreement are incorporated herein, mutatis mutandis. For purposes of Sections 1272, 1273 and 1275 of the IRC, this Note is being issued with “original issue discount.” Please contact Xxxxxx Xxxxxxxx, Chief Financial Officer, at 0000 Xxxxxxxx Xxxxxx Xxxx., Xxxxx X, Xxx Xxxxx, XX 00000, or by telephone at (000) 000-0000 to obtain information regarding the issue price, issue date, amount of original issue discount and yield to maturity.

Appears in 1 contract

Samples: Loan and Security Agreement (Brilliant Earth Group, Inc.)

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Automatic Payment Authorization. Effective as of August 27January 4, 20192023, METACRINE89BIO, INC., a Delaware corporation (“Borrower Representative”), ) hereby authorizes K2 HEALTHVENTURES LLC (“K2”), or any affiliate acting on its behalf pursuant to the Loan Agreement and the bank or financial institution named below (“Bank”), ) to automatically debit through the Automatic Clearing House (ACH) from, and initiate variable debit and/or credit entries to, the deposit, checking or savings accounts as designated below maintained in the name of a Borrower, and to cause electronic funds transfers to an account of K2 to be applied to the payment of any and all amounts due under the Loan and Security Agreement, dated August 27January 4, 2019 2023 (as amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”), among Borrower Representative Representative, and each Person any other borrowers party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”)time, K2, and any other lender from time to time party thereto (collectively, “Lenders”), and Collateral TrusteeAnkura Trust Company, LLC, as collateral agent for Lenders, including without limitation, principal, interest, fees, expenses and charges (including Lender Secured Party Expenses). Capitalized terms not otherwise defined herein, have the meanings given in the Agreement. This Authorization shall remain in effect until the Loan Agreement has been terminated. Bank: Address: ABA Number: Account Number: Account Holder: This Authorization is executed as of the date set forth above by the undersigned authorized representative of Borrower Representative: METACRINE89BIO, INC. By: Name: Title: EXHIBIT G FORM OF CONVERTIBLE SECURED PROMISSORY NOTE [THE SECURITY REPRESENTED BY THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION, INCLUDING PURSUANT TO RULE 144 OF THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(A)7) OF THE SECURITIES ACT.]3 $[________________] [•]_______ __, 20[•20__] FOR VALUE RECEIVED, the undersigned, [METACRINE89BIO, INC.], a Delaware corporation (“Borrower Representative”), and each Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), hereby unconditionally, jointly and severally, promise to pay to [__________________________] (together with its successors and assigns, the “Holder”) at the times, in the amounts and at the address set forth in the Loan and Security Agreement, dated as of August [26]January 4, 2019 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used herein without definition have the meanings assigned to such terms in the Loan Agreement), among Borrowers, the Holder, any other lender from time to time party thereto (collectively, “Lenders”), K2 HEALTHVENTURES LLC, as Administrative Agent (in such capacity, “Administrative Agent”) and as collateral agent pursuant to the ISR Collateral Documents and with respect to the Shares of ISR Guarantor (in such capacity, together with its successors, “ISR Collateral Agent”), and ANKURA TRUST COMPANY, LLC, a New Hampshire chartered trust company, as collateral agent for Lenders (in such capacity, “Collateral Trustee”), the lesser of (i) the principal amount of [___________] Dollars ($[__________]) and (ii) the aggregate outstanding principal amount of Loans made by the Holder to Borrowers according to the terms of Section 2.2 of the Loan Agreement. Borrowers further, jointly and severally, promise to pay interest in accordance with Section 2.3 of the Loan Agreement. This Note is subject to conversion in accordance with the terms of Section 2.2(e) of the Loan Agreement. In no event shall interest hereunder exceed the maximum rate permitted under applicable law. All payments of principal, interest and any other amounts due shall be made as set forth in Section 2.5 of the Loan Agreement. The Obligations evidenced by this Secured Promissory Note (as amended, restated, supplemented or otherwise modified from time to time, this “Note”) are subject to acceleration in accordance with Section 9.1 of the Loan Agreement. Each Borrower hereby waives presentment, demand, notice of default or dishonor, notice of payment and nonpayment, protest and all other demands and notices in connection with the execution, delivery, acceptance, performance, default or enforcement of this Note. This Note is secured by a security interest in the Collateral granted to Collateral Trustee, for the ratable benefit of Lenders, pursuant to certain other Loan Documents. The terms of Section 11 of the Loan Agreement are incorporated herein, mutatis mutandis. For purposes of Sections 1272, 1273 and 1275 of the IRC, this Note is being issued with “original issue discount.” Please contact Xxxxxx Xxxxxxxx[_______________], Chief Financial Officer000 Xxxxxxx Xxxxxx, at 0000 Xxxxxxxx Xxxxxx Xxxx., Xxxxx X, Xxx Xxxxx0xx XxxxxXxx Xxxxxxxxx, XX 00000, or by telephone at (000) 000-0000 [___________] to obtain information regarding the issue price, issue date, amount of original issue discount and yield to maturity.. 3 If no Unrestricted Condition has been met

Appears in 1 contract

Samples: Loan and Security Agreement (89bio, Inc.)

Automatic Payment Authorization. Effective as of August 27[ ]October 1, 20192021, METACRINESURFACE ONCOLOGY, INC., a Delaware corporation (“Borrower Representative”), ) hereby authorizes K2 HEALTHVENTURES LLC (“K2”), or any affiliate acting on its behalf pursuant to the Loan Agreement and the bank or financial institution named below (“Bank”), ) to automatically debit through the Automatic Clearing House (ACH) from, and initiate variable debit and/or credit entries to, the deposit, checking or savings accounts as designated below maintained in the name of a Borrower, and to cause electronic funds transfers to an account of K2 to be applied to the payment of any and all amounts due under the Loan and Security Agreement, dated August 27November 22, 2019 (as amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”), among Borrower Representative SURFACE ONCOLOGY, INC., a Delaware corporation, and each Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), K2, and any other lender from time to time party thereto (collectively, “Lenders”), and Collateral TrusteeAnkura Trust Company, LLC, as collateral agent for Lenders, including without limitation, principal, interest, fees, expenses and charges (including Lender Expenses). Capitalized terms not otherwise defined herein, have the meanings given in the Agreement. This Authorization shall remain in effect until the Loan Agreement has been terminated. Bank: Address: ABA Number: Account Number: Account Holder: This Authorization is executed as of the date set forth above by the undersigned authorized representative of Borrower Representative: METACRINESURFACE ONCOLOGY, INC. By: Name: Title: EXHIBIT G FORM OF SECURED PROMISSORY NOTE [THE SECURITY REPRESENTED BY THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULE 144 UNDER SAID ACT.] $[________________] [•]_________, 20[•20__] FOR VALUE RECEIVED, the undersigned, [METACRINESURFACE ONCOLOGY, INC.], a Delaware corporation, and each Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), hereby unconditionally, jointly and severally, promise to pay to [•[ ] (together with its successors and assigns, the “Holder”) at the times, in the amounts and at the address set forth in the Loan and Security Agreement, dated as of August [26]November 22, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used herein without definition have the meanings assigned to such terms in the Loan Agreement), among Borrowers, the Holder, any other lender from time to time party thereto (collectively, “Lenders”), and ANKURA TRUST COMPANY, LLC, a New Hampshire chartered trust company, as collateral agent for Lenders (in such capacity, “Collateral Trustee”), the lesser of (i) the principal amount of [•[ ] Dollars ($[•[ ]) and (ii) the aggregate outstanding principal amount of Loans made by the Holder to Borrowers according to the terms of Section 2.2 of the Loan Agreement. Borrowers further, jointly and severally, promise to pay interest in accordance with Section 2.3 of the Loan Agreement. In no event shall interest hereunder exceed the maximum rate permitted under applicable law. All payments of principal, interest and any other amounts due shall be made as set forth in Section 2.5 of the Loan Agreement. The Obligations evidenced by this Secured Promissory Note (as amended, restated, supplemented or otherwise modified from time to time, this “Note”) are subject to acceleration in accordance with Section 9.1 of the Loan Agreement. Borrower hereby waives presentment, demand, notice of default or dishonor, notice of payment and nonpayment, protest and all other demands and notices in connection with the execution, delivery, acceptance, performance, default or enforcement of this Note. This Note is secured by a security interest in the Collateral granted to Collateral Trustee, for the ratable benefit of Lenders, pursuant to certain other Loan Documents. The terms of Section 11 of the Loan Agreement are incorporated herein, mutatis mutandis. For purposes of Sections 1272, 1273 and 1275 of the IRC, this Note is being issued with “original issue discount.” Please contact Xxxxxx Xxxxxxxx, Chief Financial Officer, at 0000 Xxxxxxxx Xxxxxx Xxxx., Xxxxx X, Xxx Xxxxx, XX 00000[ ], or by telephone at (000) 000-0000 [ ] to obtain information regarding the issue price, issue date, amount of original issue discount and yield to maturity.

Appears in 1 contract

Samples: Loan and Security Agreement (Surface Oncology, Inc.)

Automatic Payment Authorization. Effective as of August 27, 2019, METACRINE, INC., a Delaware corporation (“Borrower Representative”), hereby authorizes K2 HEALTHVENTURES LLC (“K2”), or any affiliate acting on its behalf pursuant to the Loan Agreement and the bank or financial institution named below (“Bank”), to automatically debit through the Automatic Clearing House (ACH) from, and initiate variable debit and/or credit entries to, the deposit, checking or savings accounts as designated below maintained in the name of a Borrower, and to cause electronic funds transfers to an account of K2 to be applied to the payment of any and all amounts due under the Loan and Security Agreement, dated August 27, 2019 2019, as amended by the First Amendment thereto dated March 27, 2020 and as further amended by the Second Amendment thereto dated October 1, 2021 (as amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”), among Borrower Representative and each Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), K2, and any other lender from time to time party thereto (collectively, “Lenders”), and Collateral Trustee, as collateral agent for Lenders, including without limitation, principal, interest, fees, expenses and charges (including Lender Expenses). Capitalized terms not otherwise defined herein, have the meanings given in the Agreement. This Authorization shall remain in effect until the Loan Agreement has been terminated. Bank: Address: ABA Number: Account Number: Account Holder: [SIGNATURE PAGE TO AUTOMATIC PAYMENT AUTHORIZATION] This Authorization is executed as of the date set forth above by the undersigned authorized representative of Borrower Representative: METACRINE, INC. By: Name: Title: EXHIBIT G FORM OF SECURED PROMISSORY NOTE $[] [], 20[•20[●] FOR VALUE RECEIVED, the undersigned, [METACRINE, INC.], and each Person party thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), hereby unconditionally, jointly and severally, promise to pay to [] (together with its successors and assigns, the “Holder”) at the times, in the amounts and at the address set forth in the Loan and Security Agreement, dated as of August [26]27, 2019 2019, as amended by the First Amendment thereto dated March 27, 2020 and as further amended by the Second Amendment thereto dated October 1, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used herein without definition have the meanings assigned to such terms in the Loan Agreement), among Borrowers, the Holder, any other lender from time to time party thereto (collectively, “Lenders”), and ANKURA TRUST COMPANY, LLC, a New Hampshire chartered trust company, as collateral agent for Lenders (in such capacity, “Collateral Trustee”), the lesser of (i) the principal amount of [] Dollars ($[]) and (ii) the aggregate outstanding principal amount of Loans made by the Holder to Borrowers according to the terms of Section 2.2 of the Loan Agreement. Borrowers further, jointly and severally, promise to pay interest in accordance with Section 2.3 of the Loan Agreement. In no event shall interest hereunder exceed the maximum rate permitted under applicable law. All payments of principal, interest and any other amounts due shall be made as set forth in Section 2.5 of the Loan Agreement. The Obligations evidenced by this Secured Promissory Note (as amended, restated, supplemented or otherwise modified from time to time, this “Note”) are subject to acceleration in accordance with Section 9.1 of the Loan Agreement. Borrower hereby waives presentment, demand, notice of default or dishonor, notice of payment and nonpayment, protest and all other demands and notices in connection with the execution, delivery, acceptance, performance, default or enforcement of this Note. This Note is secured by a security interest in the Collateral granted to Collateral Trustee, for the ratable benefit of Lenders, pursuant to certain other Loan Documents. The terms of Section 11 of the Loan Agreement are incorporated herein, mutatis mutandis. For purposes of Sections 1272, 1273 and 1275 of the IRC, this Note is being issued with “original issue discount.” Please contact Xxxxxx Txxxxx Xxxxxxxx, Chief Financial Officer, at 0000 3000 Xxxxxxxx Xxxxxx Xxxx., Xxxxx X, Xxx Xxxxx, XX 00000, or by telephone at (000) 000-0000 to obtain information regarding the issue price, issue date, amount of original issue discount and yield to maturity.

Appears in 1 contract

Samples: Conformed Loan and Security Agreement (Metacrine, Inc.)

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