Common use of Company Loans Clause in Contracts

Company Loans. (a) If any Member does not fund a Requested Capital Contribution in accordance with Section 3.2 (the “Non-Contributing Member”), then each other Member (each a “Contributing Member”), provided it has funded its Requested Capital Contribution, may elect to lend any amount up to the entire amount of the Non-Contributing Member’s Requested Capital Contribution (the “Failed Contribution Amount”) to the Company (a “Company Loan”) with recourse solely to the Company and its assets. Any Company Loan shall be expressly subordinated to any senior credit facility of the Company to the extent required by such senior credit facility, and the Company shall bear all costs and expenses related thereto and to the negotiation and documentation thereof, including the fees and expenses of the counsel and accountants of the Member making such Company Loan. Except as provided in Section 3.3(b), any Company Loan shall not be treated as a Capital Contribution by the Member making such Company Loan and shall not increase the Capital Account of such Member or result in any adjustment to the Sharing Percentage of any Member. The Company Loan shall bear interest at a rate of one percent (1%) per annum. Principal payments on Company Loans repaid by the Company shall be made on a “last in, first out basis” such that the most recent Company Loans are repaid first. Company Loans shall be repaid as quickly as practicable taking into account any restrictions under any then-existing senior credit facility. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. (b) In the event that a Contributing Member elects to make a Company Loan, and such Company Loan remains outstanding, in whole or in part, ninety (90) days after the date such Company Loan is made or deemed made, then the entire outstanding amount of such Company Loan shall automatically convert into a Capital Contribution (thereby increasing such Member’s Capital Account), and the Sharing Percentages of the Members shall be adjusted accordingly. At any time prior to ninety (90) days after the date a Company Loan is made in connection with the failure to make a Requested Capital Contribution, the Non-Contributing Member may make a Capital Contribution to the Company in an amount equal to its Failed Contribution Amount, and, in such event, the Capital Contribution made by the Non-Contributing Member shall be used to satisfy the outstanding principal of the Company Loan relating to the Failed Contribution Amount.

Company Loans. (a) If any Member does not fund a Requested Capital Contribution The Company agrees to make to Parent, and Parent agrees to borrow from the Company, three tranches of loans in accordance with Section 3.2 such principal amount as set forth in Schedule I (collectively, the “Non-Contributing MemberCompany Loans”), then each other Member (each a “Contributing Member”), provided it has funded its Requested Capital Contribution, may elect to lend any amount up to the entire amount of the Non-Contributing Member’s Requested Capital Contribution (the “Failed Contribution Amount”) to the Company (a “Company Loan”) with recourse solely to the Company and its assets. Any Company Loan shall be expressly subordinated to any senior credit facility of the Company to the extent required by such senior credit facility, and the Company shall bear all costs and expenses related thereto and to the negotiation and documentation thereof, including the fees and expenses of the counsel and accountants of the Member making such Company Loan. Except as provided in Section 3.3(b), any Company Loan shall not be treated as a Capital Contribution by the Member making such Company Loan and shall not increase the Capital Account of such Member or result in any adjustment to the Sharing Percentage of any Member. The Company Loan shall bear interest at shall, on each applicable disbursement date as set forth in Schedule I, pay such principal amount by wire transfer in immediately available funds to a rate bank account designated by Parent. Each of one percent (1%) per annum. Principal payments on Company Loans repaid by the Company shall be made on a “last in, first out basis” such that the most recent Company Loans are repaid first. Company Loans shall be repaid as quickly as practicable taking into account any restrictions under any thennon-existing senior credit facility. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACTinterest bearing and become repayable upon the Closing, it being understood and agreed that if the Closing does not occur, Parent will not repay such Company Loans; [***] DENOTES OMISSIONSprovided, however, that the Company Loans shall become repayable by Parent if Purchaser Parties materially breach the Merger Agreement or this Agreement and such breach has not been cured within fifteen (15) days following receipt by Parent of a notice describing in reasonable detail the nature of such breach. (b) In Parent shall use the event that a Contributing Member elects to make a proceeds from the Company LoanLoans for working capital, payment of professional, administrative and operational fees and expenses, and other purposes as mutually agreed by Parent and the Company. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Company Loans are intended to, among other things, fund any and all amounts (the “Extension Deposit”) that may be required under Parent’s Organizational Documents and the Investment Management Trust Agreement in order to extend the period of time for Parent to consummate a Business Combination (as such term is defined in Parent’s Organizational Document) for up to two (2) times. Purchaser Parties and the Company Loan remains outstandingshall execute and deliver such documents and take such actions as may be necessary or desirable to effectuate such funding and payment of Extension Deposit, in whole or in partand upon the Sponsor’s request, ninety (90) days after Parent shall direct the date such Company Loan is made or deemed made, then the entire outstanding amount of such Company Loan shall automatically convert into a Capital Contribution (thereby increasing such Member’s Capital Account)to, and the Sharing Percentages of Company shall, transfer and deposit the Members shall be adjusted accordingly. At any time prior to ninety (90) days after the date a Company Loan is made in connection with the failure to make a Requested Capital Contribution, the Non-Contributing Member may make a Capital Contribution to the Company in an applicable principal amount equal to its Failed Contribution Amount, and, in such event, the Capital Contribution made by the Non-Contributing Member shall be used to satisfy the outstanding principal of the Company Loan relating Loans to the Failed Contribution AmountTrust Account in name of the Sponsor such that the Extension Deposit is deemed paid and properly deposited.

Company Loans. (a) If After the date hereof, the Company shall use all commercially reasonable efforts to arrange for prepayment on the Closing Date of the principal amounts outstanding, plus all accrued and unpaid interest, under the Company Loan Agreements (as defined in Section 6.08(d)) as such amounts are set forth in Section 6.08(c) below (including any Member does not fund a Requested Capital Contribution interest which has accrued in accordance with Section 3.2 (the “Non-Contributing Member”), then each other Member (each a “Contributing Member”), provided it has funded its Requested Capital Contribution, may elect to lend any amount up to the entire amount of the Non-Contributing Member’s Requested Capital Contribution (the “Failed Contribution Amount”) to the Company (a “Company Loan”) with recourse solely to the Company and its assets. Any Company Loan shall be expressly subordinated to any senior credit facility terms of the Company to Loan Agreements between the extent required by date hereof and such senior credit facility, and date of prepayment) (such aggregate amount being the "Company Loans Amount") in full satisfaction of the Company's obligations under the Company shall bear all costs Loan Agreements. In the event that Goodman and expenses related thereto and to Cardion A.G. (formerly known as Cardiogene), a company orgxxxxxx under the negotiation and documentation thereoflaws of Germany ("Cardion"), including the fees and expenses accept such prepayment of the counsel and accountants Company Loans Amount as full satisfaction of the Member making such Company Loan. Except as provided in Section 3.3(b), any Company's obligations under the Company Loan Agreements, Parent shall not be treated as a Capital Contribution by pay the Member making such Company Loan and shall not increase respective portion of the Capital Account of such Member or result in any adjustment to the Sharing Percentage of any Member. The Company Loan shall bear interest at a rate of one percent (1%) per annum. Principal payments on Company Loans repaid by Amount to each of Goodman and Cardion on the Company shall be made on a “last in, first out basis” such that the most recent Company Loans are repaid first. Company Loans shall be repaid as quickly as practicable taking into account any restrictions under any then-existing senior credit facility. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONSClosing Date. (b) In Notwitxxxxxxxng anything to the contrary in Article IX, in the event that a Contributing Member elects to make a Company Loan, and such Company Loan remains outstanding, in whole or in part, ninety (90) days after the date such Company Loan is made hereof Goodman or deemed made, then the entire outstanding amount of such Company Loan shall automatically convert into Cardion make a Capital Contribution (thereby increasing such Member’s Capital Account), and the Sharing Percentages of the Members shall be adjusted accordingly. At any time prior to ninety (90) days after the date a Company Loan is made claim in connection with the failure Company Loan Agxxxxxxxs (a "Company Loans Claim") either (i) to make convert the aggregate principal and accrued interest under such Company Loan Agreements into shares of Company Common Stock, or (ii) to receive a Requested Capital Contribution, payment as full satisfaction of the Non-Contributing Member may make a Capital Contribution to Company's obligations under the Company Loan Agreements, in either case that would result in the payment to Goodman and Cardion of an amount equal to its Failed Contribution that exceeds the Company Loans Amount, andxxx Xompany Shareholders, severally and not jointly, shall indemnify and hold harmless and reimburse Parent and its affiliates from and against any and all Losses (as defined in such event, the Capital Contribution made by the Non-Contributing Member shall be used to satisfy the outstanding principal Section 9.02(a)) in excess of the Company Loan relating Loans Amount arising out of or resulting from any such Company Loans Claim and the Company Shareholders (through the Merger Committee) shall assume and control the defense of such Company Loans Claim at their expense; provided, that to the Failed Contribution Amountextent not inconsistent with the assumption and control of the defense of such Company Loans Claim by the Company Shareholders, such indemnification shall be subject to the same procedures and terms and conditions set forth in Sections 9.02(d), 9.04 and 9.05 below assuming for such purpose that Parent and its affiliates are each an "Indemnified Party," and the Company Shareholders are each an "Indemnifying Party." Notwithstanding anything to the contrary in this Section 6.08, the parties hereto hereby expressly acknowledge that (A) a Company Loans Claim shall not include any Loss asserted by Goodman or its affiliates as arising out of or resulting from the Goodxxx Xxxeement, and (B) the indemnification by the Company Shareholxxxx xx this Section 6.08(b) shall not apply in the event of any failure on the part of Parent or its affiliates to pay or, at or prior to the Closing, fund the Company's payment of, the Company Loans Amount to Goodman and Cardion. (c) The Company represents and xxxxxxts that, as of the date hereof: (i) $15 million, plus approximately $2,221,000 in accrued interest, is outstanding under the First Goodman Loan Agreement (as defined in Section 6.08(d)), (ii) $2 million, plus no accrued interest, is outstanding under the Second Goodman Loan Agreement (as defined in Section 6.08(d)), and (iii) $500,000, plus no accrued interest, is outstanding under the Cardion Agreement (as defined in Section 6.08(d)). (d) As used in this Agreement, the following terms shall have the following meanings: