EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or created, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now existing or hereafter acquired or created: (a) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (b) any interest of Borrower as a lessee or sublessee under a real property lease; (c) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law); (d) any interest of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; and (e) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such agreement, without Bank’s prior written consent. EXHIBIT B — LOAN PAYMENT/ADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: __________________ LOAN PAYMENT: Spruce Biosciences, Inc. From Account # ----------------------------------- (Deposit Account #) Principal $ _______________________________ To Account # ______________________________________ (Loan Account #) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature:_____________________________ Print Name/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:
Appears in 2 contracts
Samples: Loan and Security Agreement (Spruce Biosciences, Inc.), Loan and Security Agreement (Spruce Biosciences, Inc.)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now existing or hereafter acquired or created: (ai) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (b) any interest of Borrower as a lessee or sublessee under a real property lease; (c) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law); (dii) any interest of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; and Agent or (eiii) any Intellectual PropertyProperty unless or until an IP Default has occurred, at which point such security interest shall become effective immediately without any further action by any Person; provided, however, that at all times (whether before or after the security interest in Intellectual Property has become effective) the Collateral shall include all Accounts and all proceeds of Intellectual Property (whether acquired upon the sale, lease, license, exchange or other disposition of such Intellectual Property, and whatever is collected on, or distributed on account of, the Intellectual Property,) and all other rights arising out of Intellectual Property . If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of BankAgent’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such agreement, without Bank’s prior written consent. EXHIBIT B — LOAN PAYMENT/ADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: __________________ LOAN PAYMENT: Spruce Biosciences, Inc. From Account # ----------------------------------- (Deposit Account #) Principal $ _______________________________ To Account # ______________________________________ (Loan Account #) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature:_____________________________ Print Name/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:D
Appears in 2 contracts
Samples: Loan and Security Agreement (Apptio Inc), Loan and Security Agreement (Apptio Inc)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now existing owned or hereafter acquired or created: acquired, (ai) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary organized outside the United Stats which shares entitle the holder thereof to vote for directors or any other matter, ; and (bii) any interest copyright rights, copyright applications, copyright registrations and like protections in each work of Borrower as a lessee authorship and derivative work, whether published or sublessee under a real property lease; unpublished, any patents, patent applications and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, continuations-in-part and Supplementary Protection Certificates (cin effect in the European Union) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only same, trademarks, service marks and, to the extent such restriction on assignment is enforceable permitted under applicable law); (d) , any interest applications therefor, whether registered or not, and the goodwill of the business of Borrower as a lessee under an Equipment lease if Borrower is prohibited connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past, present, or future infringement of any of the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; and (e) any Intellectual Propertyforegoing; provided, however, the Collateral shall include all Accounts Accounts, license and all proceeds royalty fees and other revenues, proceeds, or income arising out of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary or relating to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as any of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Propertyforegoing. Pursuant to the terms of a certain negative pledge arrangement with BankLender, Borrower has agreed not to encumber any of its Intellectual Propertycopyright rights, except pursuant copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, trademarks, service marks and, to such agreementthe extent permitted under applicable law, any applications therefor, whether registered or not, and the goodwill of the business of Borrower connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past, present, or future infringement of any of the foregoing, without BankLender’s prior written consent. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXHIBIT B — LOAN PAYMENT/ADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To- COMPLIANCE CERTIFICATE TO: OXFORD FINANCE CORPORATION Date: __________________ LOAN PAYMENTFROM: Spruce Biosciences, Inc. From Account # ----------------------------------- CERUS CORPORATION The undersigned authorized officer of CERUS CORPORATION (Deposit Account #“Borrower”) Principal $ _______________________________ To Account # ______________________________________ (Loan Account #) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion certifies that under the terms and conditions of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct between Borrower and complete in all material respects on Oxford Finance Corporation (the date of the request for an advance provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.“Agreement”):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature:_____________________________ Print Name/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:
Appears in 2 contracts
Samples: Loan and Security Agreement (Cerus Corp), Loan and Security Agreement (Cerus Corp)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below)Intangibles, Intellectual Property, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now existing or hereafter acquired or created: (a) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (b) any interest of Borrower as a lessee or sublessee under a real property lease; (c) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law); , (db) any interest of Borrower as a lessee or sublessee under a real property lease or an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such leaselease (but only to the extent that such prohibition is enforceable under all applicable laws including, without limitation, the Code); provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; and , (ec) any Intellectual Property; providedthe Excluded Accounts, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority or (including a U.S. Bankruptcy Courtd) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property only to the extent necessary to permit perfection that such equity interests or other ownership interests of Bank’s security or in any Excluded Subsidiary are not otherwise pledged to, or otherwise collateral for Subordinated Debt, any equity interests or other ownership interest of or in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such agreement, without Bank’s prior written consentExcluded Subsidiary. EXHIBIT B — [*****] EXHIBIT C – LOAN PAYMENT/ADVANCE REOUEST REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: __________________ LOAN PAYMENT: Spruce Biosciences, Inc. From Account # ----------------------------------- (Deposit Account #) Principal $ _______________________________ To Account # ______________________________________ (Loan Account #) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature:_____________________________ Print Name/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ [*****] EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:D [*****] EXHIBIT E [*****]
Appears in 2 contracts
Samples: Loan and Security Agreement (Moneylion Inc.), Loan and Security Agreement (Fusion Acquisition Corp.)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now existing or hereafter acquired or created: (a) with respect to stock in Foreign Subsidiaries, more than 65% sixty-five percent (65.0%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, matter or (b) any interest of Borrower as a lessee or sublessee under a real property lease; (c) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law); (d) any interest of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; and (e) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such agreement, without Bank’s prior written consent. EXHIBIT B — LOAN PAYMENT/ADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: __________________ LOAN PAYMENT: Spruce Biosciences, Inc. From Account # ----------------------------------- (Deposit Account #) Principal $ _______________________________ To Account # ______________________________________ (Loan Account #) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature:_____________________________ Print Name/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:B
Appears in 2 contracts
Samples: Loan and Security Agreement (Pubmatic, Inc.), Loan and Security Agreement (Pubmatic, Inc.)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now existing or hereafter acquired or created: (ai) more than sixty-five percent (65% %) of the presently existing and hereafter arising issued and outstanding shares capital stock, membership units or other securities entitled to vote owned or held of capital stock owned record by Borrower of in any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matterSubsidiary that is a controlled foreign corporation (as defined in the Internal Revenue Code), provided that the Collateral shall include one hundred percent (b100%) any interest of Borrower as a lessee or sublessee under a real property leasethe issued and outstanding non-voting capital stock of such Subsidiary; (cii) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law); (diii) any interest of Borrower as a lessee under an Equipment lease or real property lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; and or (eiv) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such agreement, Property without Bank’s prior written consent. Exhibit A EXHIBIT B — LOAN PAYMENT/ADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax ToCOMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: ___FROM: ZIPRECRUITER, INC. Under the terms and conditions of the Second Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”): Borrower is in complete compliance for the period ending _______________ LOAN PAYMENT: Spruce Bioscienceswith all required covenants except as noted below. Attached are the required documents evidencing such compliance, Inc. From Account # ----------------------------------- (Deposit Account #) Principal $ _______________________________ To Account # ______________________________________ (Loan Account #) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed setting forth calculations prepared in accordance with and subject GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms and conditions set forth used but not otherwise defined herein shall have the meanings given them in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed Agreement. Please indicate compliance status by me (us). Authorized Signature:_____________________________ Print Namecircling Yes/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:No under “Complies” column.
Appears in 2 contracts
Samples: Loan and Security Agreement (Ziprecruiter, Inc.), Loan and Security Agreement (Ziprecruiter, Inc.)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now existing or hereafter acquired or created: (a) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (b) any interest of Borrower as a lessee or sublessee under a real property lease; (c) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law); , (dc) any interest of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; and , or (ed) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such agreement, Property without Bank’s prior written consent. EXHIBIT B — BORROWING BASE CERTIFICATE [see attached] TRANSACTION REPORT AND LOAN PAYMENT/ADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: __________________ LOAN PAYMENT: Spruce BiosciencesREQUEST Medallia, Inc. From Account # ----------------------------------- Report No: 1 Date 3003 Tasman Drive, Santa Clara, CA 95054 Committed Monthly Recurring Revenue Consolidated 1 Beginning Committed Monthly Recurring Revenue (Deposit Account #CMRR) Principal $ _______________________________ To Account # ______________________________________ (Loan Account #) and/or Interest 3 Less: Churn $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower4 Ending Committed Monthly Recurring Revenue $ COMPUTATION OF BORROWING AVAILABILITY 5 Current Month’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature:_____________________________ Print Name/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:Churn % 6 Annualized Churn %
Appears in 2 contracts
Samples: Loan and Security Agreement (Medallia, Inc.), Loan and Security Agreement (Medallia, Inc.)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now existing or hereafter acquired or created: (ai) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (bii) any interest of Borrower as a lessee nonassignable licenses or sublessee under a real property lease; (c) rights held under a license that are not assignable contracts, which by their terms without require the consent of the licensor thereof or another party (but only to the extent such restriction prohibition on assignment transfer is enforceable under applicable law, including, without limitation, Sections 9406 and 9408 of the UCC); , (diii) any interest contracts where the granting of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default therein is contrary to occur under such lease; providedapplicable law, however, provided that upon termination the cessation of any such restriction or prohibition, such interest property shall immediately automatically become part of the Collateral; provided that in no case shall the definition of Collateral without exclude any action by Borrower Accounts, proceeds of the disposition of any property, or Bankgeneral intangibles consisting of rights to payment; and or (eiv) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such agreement, Property without Bank’s prior written consent. EXHIBIT B — – LOAN PAYMENT/ADVANCE REOUEST REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME TIME* Fax To: Date: __________________ LOAN PAYMENT: Spruce BiosciencesPAYMENT EVOKE PHARMA, Inc. INC. From Account # ----------------------------------- (Deposit Account #) Principal $ _______________________________ Authorized Signature: Print Name/Title: To Account # ______________________________________ (Loan Account #) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number: LOAN ADVANCE:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature:_____________________________ Print Name/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:
Appears in 2 contracts
Samples: Loan and Security Agreement (Evoke Pharma Inc), Loan and Security Agreement (Evoke Pharma Inc)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) any accounts receivable and other claims which arise out of the followingsale of goods or services to United Parcel Service, whether now existing Inc., a Delaware corporation, and/or its subsidiaries or hereafter acquired affiliates, to JPMorgan and/or one (1) or created: more other investors, pursuant to the terms of a Master Receivables Purchase Acceptance Letter by and between Borrower and JPMorgan or to any other financial institution pursuant to any similar arrangement, (aii) with respect to stock in Foreign Subsidiaries, more than sixty-five percent (65% %) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (biii) any property to the extent that such grant of security interest is prohibited by any Requirement of Law of a Governmental Authority or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such Requirement of Law is not effective or applicable, or such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences, (iv) any interest of Borrower as a lessee or sublessee under a real property lease; (c) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law); (d) any interest of Borrower as a lessee under lease or an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such leaselease (but only to the extent that such prohibition is enforceable under all applicable laws including, without limitation, the Code); provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; and , (ev) the Excluded Accounts, or (vi) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such agreement, Property without Bank’s prior written consent. EXHIBIT B — LOAN PAYMENT/ADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax ToCOMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: __________________ LOAN PAYMENTFROM: Spruce BiosciencesCOUCHBASE, Inc. From Account # ----------------------------------- INC. (Deposit Account #the “ Borrower”) Principal $ _______________________________ To Account # ______________________________________ (Loan Account #) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion Under the terms and conditions of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations and warranties in the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are truethe required documents evidencing such compliance, correct setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes (other than, with respect to unaudited financial statements for the absence of footnotes and complete year-end audit adjustments). Capitalized terms used but not otherwise defined herein shall have the meanings given them in all material respects on the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Pre IPO Event: Monthly Financial Statements with Compliance Statement Monthly within 30 days Yes No Post-IPO Event: Quarterly Financial Statements with Compliance Statement Within the earlier of (i) 45 days of fiscal quarter end, or (ii) 5 days after filing with SEC Yes No Annual Financial Statements (CPA Audited)* Pre-IPO Event: FYE within 270 days Post-IPO Event: FYE within 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC (if applicable) Yes No N/A Borrowing Base Statement Pre-IPO Event: Monthly within 30 days Post-IPO Event: Within the earlier of (i) 45 days of fiscal quarter end, or (ii) 5 days after filing with SEC Yes No Board approved projections Within the earlier of (i) 15 days after approval by the Board or (ii) 60 after FYE, and as amended/updated Yes No SaaS metrics report Pre-IPO Event: Monthly within 30 days Post-IPO Event: Quarterly within 30 days Yes No Board package As requested by Bank Yes No Financial Covenant Required Actual Complies Adjusted Quick Ratio >1.15: 1.0 ____ : 1.0 Yes No * Provided however, if the Board does not require audited Annual Financial Statements for any fiscal year, then Borrower shall instead deliver CPA reviewed Annual Financial Statements for such fiscal year only. Since the date of the request for an advance providedlast Compliance Statement, however, that such materiality qualifier shall not be applicable to have there been any representations and warranties that already are qualified or modified by materiality changes in the text thereof; and provided, further ownership or management of Borrower that those representations and warranties expressly referring to a specific date shall be true, accurate and complete would change Borrower’s answers in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject Addendum 1 to the terms Perfection Certificate? If yes, provide details below or in a separate report to Bank. The following financial covenant analyses and conditions information set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received Schedule 1 attached hereto are true and executed by me (us). Authorized Signature:_____________________________ Print Name/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, accurate as of the date set forth of this Compliance Statement. The following are the exceptions with respect to the statements above:: (If no exceptions exist, state “No exceptions to note.”)
Appears in 1 contract
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below)Intangibles, Intellectual Property, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now existing or hereafter acquired or created: (a) with respect to stock in Foreign Subsidiaries, more than sixty-five percent (65% %) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (b) Governmental Approvals issued by or from any governmental or regulatory authority if granting a security interest or Lien thereon is prohibited or would expose Borrower to the risk of termination, revocation or any similar result with respect to such Governmental Approval, (c) any interest of Borrower as a lessee or sublessee under a real property lease; lease or an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease (cbut only to the extent that such prohibition is enforceable under all applicable laws including, without limitation, the Code), or (d) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law); (d) any interest of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of any such prohibitionprohibition referred to in this section, such interest shall immediately become Collateral without any action by Borrower or Bank; and (e) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such agreement, without Bank’s prior written consent. EXHIBIT B — LOAN PAYMENT/ADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: __________________ LOAN PAYMENT: Spruce Biosciences, Inc. From Account # ----------------------------------- (Deposit Account #) Principal $ _______________________________ To Account # ______________________________________ (Loan Account #) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature:_____________________________ Print Name/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:B
Appears in 1 contract
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), Intellectual Property, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, guaranteed investment certificates, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all Borrower’s Books relating to the foregoing, foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now existing or hereafter acquired or created: (a) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (b) any interest of Borrower as a lessee or sublessee under a real property lease; (c) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law); (dc) any interest of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; and or (ed) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective DateSeptember 30, 2018, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such agreement, Property without Bank’s prior written consent. EXHIBIT B — LOAN PAYMENT/ADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: __________________ LOAN PAYMENT: Spruce Biosciences, Inc. From Account # ----------------------------------- (Deposit Account #) Principal $ _______________________________ To Account # ______________________________________ (Loan Account #) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature:_____________________________ Print Name/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:
Appears in 1 contract
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now existing or hereafter acquired or created: (a) more than 65% any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, Intellectual Property; (b) any interest of Borrower as a lessee or sublessee under a real property leaselease or an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease (but only to the extent that such prohibition is enforceable under all applicable laws including, without limitation, the Code); provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; or (c) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law); (d) any interest of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; and (e) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such agreement, Property without Bank’s prior written consent. EXHIBIT B — LOAN PAYMENT/ADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: __________________ LOAN PAYMENT: Spruce Biosciences, Inc. From Account # ----------------------------------- (Deposit Account #) Principal $ _______________________________ To Account # ______________________________________ (Loan Account #) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature:_____________________________ Print Name/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:COMPLIANCE STATEMENT
Appears in 1 contract
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below)Intangibles, Intellectual Property, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now existing or hereafter acquired or created: (a) with respect to stock in Foreign Subsidiaries, more than 65% sixty-five percent (65.0%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (b) any interest of Borrower as a lessee or sublessee under a real property lease; (c) rights held under a an inbound license in which Borrower is the licensee to the extent that such rights are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law); (dc) any interest of Borrower as a lessee or sublessee under a real property lease or an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such leaselease (but only to the extent that such prohibition is enforceable under all applicable laws including, without limitation, the Code); provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; and or (ed) any Intellectual Property; providedintent-to use Trademark applications prior to the filing of a “Statement of Use”, however“Amendment to Allege Use” or similar filing with regard thereto, to the Collateral shall include all Accounts extent and all proceeds solely during the period, in which the grant of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest therein may impair the validity or enforceability of any Trademark that may issue from such intent to use Trademark application under applicable law. [***] Certain information in this document has been omitted and filed separately with the underlying Intellectual Property is necessary Securities and Exchange CommissionConfidential treatment has been requested with respect to have a security interest in such Accounts and such property that are proceeds portions of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such this agreement, without Bank’s prior written consent. EXHIBIT B — LOAN PAYMENT/ADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax ToCOMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: ___FROM: CALIX, INC. The undersigned authorized officer of CALIX, INC. (“Borrower”) certifies, solely in his or her capacity as an officer of Borrower and not in his or her individual capacity, that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ LOAN PAYMENT: Spruce Bioscienceswith all required covenants except as noted below, Inc. From Account # ----------------------------------- (Deposit Account #2) Principal $ _______________________________ To Account # ______________________________________ there are no Events of Default, (Loan Account #3) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations and warranties in the Loan and Security Agreement are true, true and correct and complete in all material respects on the this date of the request for an advance except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if all any, relating to unpaid employee payroll or a portion benefits of funds from which Borrower has not previously provided written notification to Bank. Attached are the loan advance above is to be wiredrequired documents supporting the certification. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree The undersigned certifies that my (our) funds transfer request shall be processed these are prepared in accordance with and subject GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and conditions set forth that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed Agreement. Please indicate compliance status by me (us). Authorized Signature:_____________________________ Print Namecircling Yes/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:No under “Complies” column.
Appears in 1 contract
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now existing or hereafter acquired or created: (a) more than sixty-five percent (65% %) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by U.S. Borrower of any Foreign foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (b) property subject to a lien described in clauses (a) or (c) of Permitted Liens, in each case, to the extent that the security interest is prohibited by the terms of the agreement governing such financing, provided that instantly upon the cessation of any interest such restriction or prohibition, such property shall automatically become part of the Collateral without any further action by Borrower as a lessee or sublessee under a real property leaseBank; (c) rights held under a license or other agreement that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on or assignment is enforceable under applicable law), provided that instantly upon the cessation of any such restriction at law or otherwise or the consent of the licensor thereof to such assignment, such property shall automatically become part of the Collateral without any further action by Borrower or Bank; (d) any interest United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease therein would impair the validity or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination enforceability of such prohibition, intent-to-use trademark applications or a registration issuing from such interest shall immediately become Collateral without any action by Borrower or Bankintent-to-use trademark application under applicable federal law; and (e) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such agreement, Property without Bank’s prior written consent. EXHIBIT B — LOAN PAYMENT/ADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax ToCOMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: __________________ LOAN PAYMENTFROM: Spruce BiosciencesXENON PHARMACEUTICALS INC. and XENON PHARMACEUTICALS USA INC. (collectively, Inc. From Account # ----------------------------------- (Deposit Account #the “Borrower”) Principal $ _______________________________ To Account # ______________________________________ (Loan Account #) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion The undersigned authorized officer of Borrower certifies that under the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount terms and conditions of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct between Borrower and complete in all material respects on Bank (the date of the request for an advance provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.“Agreement”):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature:_____________________________ Print Name/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:
Appears in 1 contract
Samples: Loan and Security Agreement (Xenon Pharmaceuticals Inc.)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include (i) any equity securities of the followingAKARX, whether now existing or hereafter acquired or created: Inc owned by DOVA PHARMACEUTICALS, INC., (aii) more than 65% sixty-five percent (65.0%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (biii) any interest of Borrower as a lessee or sublessee under a real property lease; (c) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law); (d) any interest of Borrower as a lessee under lease or an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such leaselease (but only to the extent that such prohibition is enforceable under all applicable laws including, without limitation, the Code); provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower Borrower, Agent or Bank; and any Lender, or (eiv) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of BankAgent’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with BankAgent and the Lenders, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such agreement, Property without BankAgent’s and the Lenders’ prior written consent. Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. EXHIBIT B — LOAN PAYMENT/ADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax ToCOMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK, as Agent, SVB, and WESTRIVER Date: __________________ LOAN PAYMENTFROM: Spruce BiosciencesDOVA PHARMACEUTICALS, Inc. From Account # ----------------------------------- INC. and AKARX, INC. The undersigned authorized officer of DOVA PHARMACEUTICALS, INC. and AKARX, INC. (Deposit Account #individually and collectively, jointly and severally, “Borrower”) Principal $ _______________________________ To Account # ______________________________________ (Loan Account #) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion certifies that under the terms and conditions of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations Amended and warranties in the Restated Loan and Security Agreement are trueamong Borrower, correct SVB, and complete in all material respects on WestRiver (the date of the request for an advance provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.“Loan Agreement”):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature:_____________________________ Print Name/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:
Appears in 1 contract
Samples: Loan and Security Agreement (Dova Pharmaceuticals Inc.)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below)Intangibles, Intellectual Property, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, guaranteed investment certificates, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all Borrower’s Books relating to the foregoing, foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now existing or hereafter acquired or created: (a) more than sixty-five percent (65% %) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (b) any interest of Borrower as a lessee or sublessee under a real property lease; (c) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law); (c) any “intent to use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, or (d) any interest of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; and (e) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such agreement, without Bank’s prior written consentLender. EXHIBIT B — LOAN PAYMENT/ADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax ToCOMPLIANCE STATEMENT TO: SVB INNOVATION CREDIT FUND VIII, L.P Date: __________________ LOAN PAYMENT: Spruce Biosciences, Inc. From Account # ----------------------------------- (Deposit Account #) Principal $ _________:______________________ To Account # _______________________FROM: LANTRONIX, INC., on behalf of all Borrowers Under the terms and conditions of the Mezzanine Loan and Security Agreement (the “Agreement’) by and among SVB Innovation Credit Fund VIII, L.P. and Lantronix, Inc., on behalf of Lantronix, Inc., Lantronix Holding Company, Lantronix Canada, ULC, Lantronix Technologies Canada (Taiwan) Ltd. and Transition Networks, Inc. (individually and collectively, “Borrower”): Borrower is in complete compliance for the period ending _______________ (Loan Account #) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if with all or a portion of required covenants except as noted below. Attached are the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations and warranties in the Loan and Security Agreement are truerequired documents evidencing such compliance, correct and complete in all material respects on the date of the request for an advance provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed setting forth calculations prepared in accordance with and subject GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms and conditions set forth used but not otherwise defined herein shall have the meanings given them in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed Agreement. Please indicate compliance status by me (us). Authorized Signature:_____________________________ Print Namecircling Yes/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:No under “Complies” column.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (Lantronix Inc)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now existing or hereafter acquired or created: (a) with respect to stock in Foreign Subsidiaries, more than 65% sixty-five percent (65.0%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, if Borrower can demonstrate to Bank’s satisfaction, determined in its good faith business judgment, that pledging in excess of sixty-five percent (65%) of the capital stock of any Foreign Subsidiary would cause an adverse tax consequence for Borrower or such new Foreign Subsidiary, (b) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of Borrower if under the terms of such contract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a lessee matter of law or sublessee under a real property the terms of such contract, lease; (c) rights held under a , permit, license, or license that are agreement and such prohibition or restriction has not assignable by their terms without been waived or the consent of the licensor thereof other party to such contract, lease, permit, license, or license agreement has not been obtained (but only provided, that the foregoing exclusions of this clause (b) shall in no way be construed (x) to apply to the extent such that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (y) to apply to the extent that any consent or waiver has been obtained that would permit Bank’s security interest or lien to attach notwithstanding the prohibition or restriction on assignment is enforceable under applicable law); (d) any interest of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms pledge of such lease from granting a security interest in such lease contract, lease, permit, license, or under which such an assignment or Lien would cause a default to occur under such lease; providedlicense), however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; and (ec) any Intellectual Property; , provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such agreement, Property without Bank’s prior written consent. Exhibit A Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. EXHIBIT B — LOAN PAYMENT/ADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax ToCOMPLIANCE STATEMENT TO: SILICON VALLEY BANK Date: ___FROM: CODEX DNA, INC. Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), Borrower is in complete compliance for the period ending _______________ LOAN PAYMENT: Spruce Bioscienceswith all required covenants except as noted below. Attached are the required documents evidencing such compliance, Inc. From Account # ----------------------------------- (Deposit Account #) Principal $ _______________________________ To Account # ______________________________________ (Loan Account #) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed setting forth calculations prepared in accordance with and subject GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms and conditions set forth used but not otherwise defined herein shall have the meanings given them in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed Agreement. Please indicate compliance status by me (us). Authorized Signature:_____________________________ Print Namecircling Yes/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:No under “Complies” column.
Appears in 1 contract
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following(i) with respect to stock in Foreign Subsidiaries, whether now existing or hereafter acquired or created: (a) more than 65% sixty-five percent (65.0%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, or (b) any interest of Borrower as a lessee or sublessee under a real property lease; (c) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law); (d) any interest of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; and (eii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such agreement, without Bank’s prior written consent. EXHIBIT B — LOAN PAYMENT/ADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax ToCOMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: __________________ LOAN PAYMENT: Spruce Biosciences, Inc. From Account # ----------------------------------- (Deposit Account #) Principal $ ______:_________________________ To Account # _______________________FROM: MEDICAL TRANSCRIPTION BILLING, CORP. and MTBC ACQUISITION, CORP. The undersigned authorized officer of MEDICAL TRANSCRIPTION BILLING, CORP. and MTBC ACQUISITION, CORP. (jointly and severally, individually and collectively, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, (Loan Account #2) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if there are no Events of Default, (3) all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations and warranties in the Loan and Security Agreement are true, true and correct and complete in all material respects on the this date of the request for an advance except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if all any, relating to unpaid employee payroll or a portion benefits of funds from which Borrower has not previously provided written notification to Bank. Attached are the loan advance above is to be wiredrequired documents supporting the certification. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree The undersigned certifies that my (our) funds transfer request shall be processed these are prepared in accordance with and subject GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and conditions set forth that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the agreements(sAgreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenants Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statements (CPA Audited) covering funds transfer service(s)on Form 10-K Within 5 days after filing with SEC 10-Q and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No Repeatable Revenue Reports Monthly within 30 days Yes No Board-approved projections FYE within 30 days, which agreements(s) were previously received and executed by me (us). Authorized Signature:_____________________________ Print Name/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:updated/ amended Yes No
Appears in 1 contract
Samples: Loan and Security Agreement (Medical Transcription Billing, Corp)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below)Intangibles, Intellectual Property, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, guaranteed investment certificates, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all Borrower’s Books relating to the foregoing, foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now existing or hereafter acquired or created: (a) more than sixty-five percent (65% %) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (b) any interest of Borrower as a lessee or sublessee under a real property lease; (c) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law); (c) any “intent to use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, or (d) any interest of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; and (e) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such agreement, without Bank’s prior written consent. 52 EXHIBIT B — LOAN PAYMENT/ADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: __________________ LOAN PAYMENT: Spruce Biosciences, Inc. From Account # ----------------------------------- (Deposit Account #) Principal $ _______________________________ To Account # ______________________________________ (Loan Account #) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature:_____________________________ Print Name/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:B
Appears in 1 contract
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now existing or hereafter acquired or created: (a) more than 65% sixty-five percent (65.0%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of in any Foreign Subsidiary or Foreign Subsidiary Holdco which shares entitle the holder thereof to vote for directors or any other matter, ; (b) any interest of Borrower as a lessee or sublessee under a real property lease; (c) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law); (dc) equipment (and any interest accessions, attachments, replacements or improvements thereon) that is subject to a lien securing the financing of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms purchase of such lease from granting a equipment (and any accessions, attachments, replacements or improvements thereon), provided, that, upon the release of any such lien, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest in such lease granted herein, or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; and (ed) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such agreement, Property without Bank’s prior written consent. EXHIBIT B — LOAN PAYMENT/ADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax ToCOMPLIANCE CERTIFICATE TO: DateSILICON VALLEY BANKDate: ___FROM: IRHYTHM TECHNOLOGIES, INC. The undersigned authorized officer of IRHYTHM TECHNOLOGIES, INC. (“Borrower”) certifies that under the terms and conditions of the Third Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ LOAN PAYMENT: Spruce Bioscienceswith all required covenants except as noted below, Inc. From Account # ----------------------------------- (Deposit Account #2) Principal $ _______________________________ To Account # ______________________________________ there are no Events of Default, (Loan Account #3) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations and warranties in the Loan and Security Agreement are true, true and correct and complete in all material respects on the this date of the request for an advance except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except, in each case, as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries, if all any, relating to unpaid employee payroll or a portion benefits of funds from which Borrower has not previously provided written notification to Bank. Attached are the loan advance above is to be wiredrequired documents supporting the certification. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree The undersigned certifies that my (our) funds transfer request shall be processed the attached financial statements are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes and except in the case of unaudited financial statements, for the absence of footnotes and subject to year-end adjustments. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and conditions set forth that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed Agreement. Please indicate compliance status by me (us). Authorized Signature:_____________________________ Print Namecircling Yes/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:No under “Complies” column.
Appears in 1 contract
Samples: Loan and Security Agreement (iRhythm Technologies, Inc.)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s Borrowers’ right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below)Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now existing owned or hereafter acquired acquired: (i) more than sixty-five percent (65%) of the issued and outstanding capital stock, membership units or created: other securities owned or held of record by any Borrower in WaferGen Malaysia, WaferGen Luxemburg or any other Subsidiary of a Borrower or Subsidiary which (a) more than 65% is not an entity organized under the laws of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors United States or any other matter, territory thereof and (b) does not at any interest time have cash and/or book value assets in excess of Borrower as Fifty Thousand Dollars ($50,000); (ii) property (including any attachments, accessions or replacements) that is subject to a lessee Lien that is permitted pursuant to clause (a) or sublessee under a real property lease; clause (c) rights held under a license that are not assignable by their terms without the consent of the licensor thereof definition of Permitted Liens, if the grant of a security interest with respect to such property pursuant to this Agreement would be prohibited by the agreement creating such Permitted Lien or would otherwise constitute a default thereunder, provided that such property will be deemed “Collateral” hereunder upon the termination and release of such Permitted Lien; and (but only iii) any copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished; any patents, patent applications and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same; trademarks, trade names, service marks, mask works, rights of use of any name or domain names and, to the extent such restriction on assignment is enforceable permitted under applicable law), any applications therefor, whether registered or not; (d) any interest and the goodwill of the business of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default connected with and symbolized thereby, know-how, operating manuals, trade secret rights, clinical and non-clinical data, rights to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bankunpatented inventions; and any claims for damage by way of any past, present, or future infringement of any of the foregoing (e) any collectively, the “Intellectual Property”); provided, however, the Collateral shall include all Accounts Accounts, license and all proceeds royalty fees and other revenues, proceeds, or income arising out of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary or relating to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as any of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Propertyforegoing. Pursuant to the terms of a certain negative pledge arrangement with BankLender, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such agreement, without Bank’s prior written consent. EXHIBIT B — LOAN PAYMENT/ADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax ToCOMPLIANCE CERTIFICATE TO: OXFORD FINANCE CORPORATION Date: __________________ LOAN PAYMENT: Spruce Biosciences, Inc. From Account # ----------------------------------- (Deposit Account #) Principal $ _______________________________ To Account # ______________________________________ FROM: WAFERGEN, INC. The undersigned authorized officer of WAFERGEN, INC., for itself and on behalf of WAFERGEN BIO-SYSTEMS, INC. (Loan Account #collectively, “Borrower”) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion hereby certifies that in accordance with the terms and conditions of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct between Borrower and complete in all material respects on Lender (the date of the request for an advance provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s“Agreement”), which agreements(s) were previously received and executed by me (us). Authorized Signature:_____________________________ Print Name/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:,
Appears in 1 contract
Samples: Loan and Security Agreement (WaferGen Bio-Systems, Inc.)
EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or existing or hereafter acquired or createdacquired, wherever located; and all of Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include any of the following, whether now existing or hereafter acquired or created: (ai) more than 65% sixty-five percent (65.0%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Australian Subsidiary and Irish Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (b) any interest of Borrower as a lessee or sublessee under a real property lease; (cii) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law); , or (d) any interest of Borrower as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; and (eiii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s Agent’s, for the ratable benefit of the Lenders, security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with BankAgent and the Lenders, Borrower has agreed not to encumber any of its Intellectual Property, except pursuant to such agreement, Property in violation of this Agreement without BankAgent’s and the Lenders’ prior written consent. EXHIBIT B — LOAN PAYMENT/ADVANCE REOUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: __________________ LOAN PAYMENT: Spruce Biosciences, Inc. From Account # ----------------------------------- (Deposit Account #) Principal $ _______________________________ To Account # ______________________________________ (Loan Account #) and/or Interest $ ____________________________________ Authorized Signature:_____________________________ Print Name/Title:_________________________________ Phone Number:_____________________________________ LOAN ADVANCE Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) Amount of Advance $_____________________________ To Account #_____________________________ (Deposit Account #) All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature:_____________________________ Print Name/Title:_____________________________ Phone Number:_____________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name:_____________________________ Beneficiary Bank:_____________________________ City and State:_____________________________ Amount of Wire: $_____________________________ Account Number:_____________________________ Beneficiary Bank Transit (ABA) #:_________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.):__________ (For International Wire Only) Intermediary Bank:_____________________________ Transit (ABA) #:_____________________________ For Future Credit to:_______________________________________________________________________________________ Special Instruction:_______________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature:_____________________________ Print Name/Title:________________________________ Telephone #:____________________________________ 2nd Signature (if required):___________________________ Print Name/Title:__________________________________ EXHIBIT C CORPORATE BORROWING CERTIFICATE BORROWER: Spruce Biosciences, Inc. DATE:________________________________ BANK: Silicon Valley Bank I hereby certify on behalf of Borrower as follows, as of the date set forth above:
Appears in 1 contract
Samples: Loan and Security Agreement (Axsome Therapeutics, Inc.)
