Common use of Financial Condition and Statements Clause in Contracts

Financial Condition and Statements. All financial statements now or in the future delivered to Silicon have been, and will be, prepared in conformity with generally accepted accounting principles and now and in the future will completely and accurately reflect in all material respects the financial condition of the Borrower, at the times and for the periods therein stated. Since the last date covered by any such statement, there has been no material adverse change in the financial condition or business of the Borrower. The Borrower is now and will continue to be solvent. The Borrower will provide Silicon: (i) within 30 days after the end of each fiscal quarter, a quarterly financial statement prepared by the Borrower, and a Compliance Certificate in such form as Silicon shall reasonably specify, signed by the Chief Financial Officer of the Borrower, certifying that throughout such quarter the Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth on the Schedule and such other information as Silicon shall reasonably request; and (ii) within 120 days following the end of the Borrower's fiscal year, complete annual financial statements, certified by independent certified public accountants reasonably acceptable to Silicon together with a letter and/or report to management of the Borrower from such certified public accountant." 3. REVISED TIME PERIOD FOR COMPLETION OF ACCOUNTS RECEIVABLE AUDIT. Section 4.5 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

Financial Condition and Statements. All financial statements now or in the future delivered to Silicon have been, and will be, prepared in conformity with generally accepted accounting principles and now and in the future will completely and accurately reflect in all material respects the financial condition of the Borrower, at the times and for the periods therein stated. Since the last date covered by any and such statement, there has been no material adverse change in the financial condition or business of the Borrower. The Borrower is now and will continue to be solvent. The Borrower will provide Silicon: (i) within 30 Within 5 days after the end earlier of each fiscal quarterthe date the report 10-Q (regarding CN Biosciences, Inc.) is filed or is required to be filed with the Securities Exchange Commission, such 10-Q report, a quarterly consolidating and consolidated financial statement prepared by regarding CN Biosciences, Inc. and the Borrower, and a Compliance Certificate in such form as Silicon shall reasonably specify, signed by the Chief Financial Officer of the Borrower, certifying that throughout such quarter the Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth on the Schedule and such other information as Silicon shall reasonably requestrequest (the "Compliance Certificate"); and (ii) within 120 5 days following after the end earlier of the Borrower's fiscal yeardate the report 10-K (regarding CN Biosciences, Inc.) is filed or is required to filed with the Securities Exchange Commission, such 10-K report, complete annual consolidating and consolidated financial statements, certified by independent indpendent certified public accountants reasonably acceptable to Silicon together with silicon, and a letter and/or report to management of Compliance Certificate for the Borrower from such certified public accountantquarter then ended." 3. REVISED TIME PERIOD FOR COMPLETION OF ACCOUNTS RECEIVABLE AUDIT. Section 4.5 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:" 2 SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT

Financial Condition and Statements. All financial statements now or in the future delivered to Silicon have been, and will be, prepared in conformity with generally accepted accounting principles and now and in the future will completely and accurately reflect in all material respects the financial condition of the Borrower, at the times and for the periods therein statedstated subject to normal year-end adjustments. Since the last date covered by any such statement, there has been no material adverse change in the financial condition or business of the Borrower. The Borrower is now and will continue to be solvent. The Borrower will provide Silicon: : (i) within 30 Within the earlier of (A) 45 days after the end of each fiscal quarterquarter or (B) 5 days after the earlier of the date the report 10-Q is filed or is required to be filed with the Securities and Exchange Commission ("SEC") with respect to Borrower, such 10-Q report, a quarterly financial statement prepared by the Borrower, and a Compliance Certificate in such form as Silicon shall reasonably specify, signed by the Chief Financial Officer of the Borrower, certifying that throughout such quarter the Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth on the Schedule and such other information as Silicon shall reasonably requestrequest (the "Compliance Certificate"); and (iiiii) within 120 the earlier of (A) 90 days following after the end of the Borrower's fiscal yearyear or (B) 5 days after the earlier of the date the report 10-K is filed or is required to be filed with the Securities and Exchange Commission with respect to Borrower, such 10-K report, complete annual financial statements, certified by independent certified public accountants reasonably acceptable to Silicon together with a letter and/or report to management of the Borrower from such certified public accountant." 3. REVISED TIME PERIOD FOR COMPLETION OF ACCOUNTS RECEIVABLE AUDIT. Section 4.5 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:by

Financial Condition and Statements. All financial statements now or in the future delivered to Silicon have been, and will shall be, prepared in conformity with generally accepted accounting principles and now and in the future will shall completely and accurately reflect in all material respects the financial condition of the Borrower, at the times and for the periods therein stated. Since the last date covered by any such statement, there has been no material adverse change in the financial condition or business of the Borrower. The Borrower is now and will shall continue to be solvent. The Borrower will shall provide Silicon: (ia) within 30 days after the end of each fiscal quartermonth, a quarterly monthly financial statement (consisting of an income statement and a balance sheet) prepared by the Borrower; (b) within 15 days after the end of each month, an accounts receivable report and an accounts payable report in such form as Silicon shall reasonably specify; (c) within 15 days after the end of each month, a Borrowing Base Certificate in the form attached to this Agreement as Exhibit A, as Silicon may reasonably modify such Certificate from time to time, signed by the President or Chief Financial Officer of the Borrower; and (d) within 30 days after the end of each quarter of each fiscal year, a Compliance Certificate in such form as Silicon shall reasonably specify, signed by the President or Chief Financial Officer of the Borrower, certifying that throughout such quarter the Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth on the Schedule hereto and such other information as Silicon shall reasonably request; and (ii) . The Borrower shall provide Silicon, within 120 90 days following the end of the Borrower's fiscal year, complete annual CPA-audited financial statementsstatements with details on Borrower, certified such review being conducted by independent certified public accountants reasonably acceptable to Silicon together with a letter and/or report to management of the Borrower from such certified public accountantSilicon." 3. REVISED TIME PERIOD FOR COMPLETION OF ACCOUNTS RECEIVABLE AUDIT. Section 4.5 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

Financial Condition and Statements. All financial statements now or in the future delivered to Silicon have been, and will be, prepared in conformity with generally accepted accounting principles and now and in the future will completely and accurately reflect in all material respects the financial condition of the Borrower, at the times and for the periods therein statedstated subject to normal year-end adjustments. Since the last date covered by any such statement, there has been no material adverse change in the financial condition or business of the Borrower. The Borrower is now and will continue to be solvent. The Borrower will provide Silicon: (i) within Within 30 days after the end of each fiscal quartercalendar month in which, as of the end of such month, Borrower's Liquidity (as defined below). is less than $8,000,000, a quarterly monthly financial statement prepared by the Borrower, Borrower and a Compliance Certificate in such form as Silicon shall reasonably specify, signed by the Chief Financial Officer of the Borrower, certifying that throughout such quarter month the Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth on the Schedule and such other information as Silicon shall reasonably requestrequest (a "Compliance Certificate"); and (ii) within 120 Within 10 days following after the end earlier of the date the report l0-Q is filed or is required to be filed with the Securities and Exchange Commission ("SEC") with respect to Borrower's fiscal year, such l0-Q report, a quarterly financial statement prepared by Borrower, and a Compliance Certificate for such quarter; (iii) within 10 days after the earlier of the date the report l0-K is filed or is required to be filed with the Securities and Exchange Commission with respect to Borrower, such 10-K report, complete annual financial statements, certified by Deloitte & Touche or other independent certified public accountants reasonably acceptable to Silicon, and a Compliance Certificate for the quarter then ended; provided, however, with respect to the 10-Q and 10-K reports referred to above, if (x) Borrower applies for and obtains an extension from the SEC for the delivery of such reports to the SEC, (y) Borrower provides Silicon together with a letter and/or report to management evidence of the SEC's grant of such extension, and (z) such extension is not 30 days beyond the regular submission date for such reports, then the required dates for the submission of financial information and reports set forth in this Section 3.7 shall be deemed to be modified to the date of the extension so granted by the SEC*. As used herein, "Liquidity" means the sum of (i) Borrower's cash and marketable securities, plus (ii) the amount available for Borrower from such certified public accountant." 3to borrow under this Agreement. REVISED * ; AND WITHIN 20 DAYS AFTER THE END OF EACH CALENDAR MONTH IN WHICH, AT ANY TIME PERIOD FOR COMPLETION DURING SUCH MONTH THERE WERE ANY OBLIGATIONS OUTSTANDING, (a) A BORROWING BASE CERTIFICATE SIGNED BY THE CHIEF EXECUTIVE OFFICER, PRESIDENT, CHIEF FINANCIAL OFFICER OR CONTROLLER OF BORROWER IN FORM AND SUBSTANCE ACCEPTABLE TO SILICON, (b) AN ACCOUNTS RECEIVABLE AUDIT. Section 4.5 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:AGING FOR SUCH MONTH, AGED BY INVOICE DATE, (c) AN ACCOUNTS PAYABLE AGING FOR SUCH MONTH, AGED BY INVOICE DATE, AND (d) OUTSTANDING OR HELD CHECK REGISTERS, IF ANY, WITH RESPECT TO SUCH MONTH"

Financial Condition and Statements. All financial statements now or in the future delivered to Silicon have been, and will shall be, prepared in conformity with generally accepted accounting principles and now and in the future will shall completely and accurately reflect in all material respects the financial condition of the Borrower, at the times and for the periods therein stated. Since the last date covered by any such statement, there has been no material adverse change in the financial condition or business of the Borrower. The Borrower is now and will shall continue to be solvent. The Borrower will shall provide Silicon: (i) within 30 20 days after the end of each fiscal month, except as provided below, an accounts receivable report and an accounts payable report, in such form as Silicon shall reasonably specify; (ii) within 20 days after the end of each month, except as provided below, a Borrowing Base Certificate in the form attached to this Agreement as Exhibit A, as Silicon may reasonably modify such Certificate from time to time, signed by the Chief Financial Officer or Controller of the Borrower; (iii) within 45 days after the end of each quarter, a quarterly financial statement prepared by the Borrower, and a Compliance Certificate in such form as Silicon shall reasonably specify, signed by the Chief Financial Officer or Controller of the Borrower, setting forth calculations showing compliance (at the end of each such calendar quarter) with the financial covenants set forth on the Schedule hereto, and certifying that throughout such quarter the Borrower was in full compliance with all of the other terms and conditions of this AgreementAgreement and the Schedule, and setting forth calculations showing compliance with the financial covenants set forth on the Schedule and providing such other information as Silicon shall reasonably request; and (iiiv) within 120 90 days following the end of the Borrower's fiscal year, complete annual CPA-audited financial statements, certified such audit being conducted by independent certified public accountants reasonably acceptable to Silicon together with Silicon; (v) within 45 days after the end of each quarter, Borrower's Form 10-Q; and (vi) within 90 days after fiscal year end, Borrower's Form 10-K. The financial information referenced in subsections (i) and (ii) above shall only be required when Borrower utilizes the Secured Accounts Receivable Line of Credit on a letter and/or report to management of Formula Borrowing basis, as defined in the Borrower from such certified public accountant." 3. REVISED TIME PERIOD FOR COMPLETION OF ACCOUNTS RECEIVABLE AUDIT. Section 4.5 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:Schedule

Financial Condition and Statements. All financial statements now or in the future delivered to Silicon have been, and will shall be, prepared in conformity with generally accepted accounting principles and now and in the future will shall completely and accurately reflect in all material respects the financial condition of the Borrower, at the times and for the periods therein stated. Since the last date covered by any such statement, there has been no material adverse change in the financial condition or business of the Borrower. The Borrower is now and will shall continue to be solvent. The Borrower will shall provide Silicon: (i) within 30 days after the end of each fiscal quartermonth, a quarterly monthly financial statement (consisting of a income statement and balance sheet) prepared by the BorrowerBorrower in accordance with generally accepted accounting principles; (ii) within 20 days after the end of each month, an accounts receivable report and an accounts payable report, in such form as Silicon shall reasonably specify; (iii) within 30 days after the end of each month, a Compliance Certificate in such form as Silicon shall reasonably specify, signed by the Chief Financial Officer of the Borrower, certifying that throughout such quarter month the Borrower was 2 in full compliance with all of the terms and conditions of this AgreementAgreement and the Schedule, and setting forth calculations showing compliance with the financial covenants set forth on the Schedule and providing such other information as Silicon shall reasonably request; and (iiiv) within 120 90 days following the end of the Borrower's ' fiscal year, complete annual CPA-audited financial statements, certified such audit being conducted by independent certified public accountants reasonably acceptable to Silicon Silicon, together with a letter and/or report to management an unqualified opinion of such accountants; and (v) within 5 days of the filing date, any 10Q, 10K or 8K filings made by Borrower from such certified public accountantwith the Securities and Exchange Commission." 3. REVISED TIME PERIOD FOR COMPLETION OF ACCOUNTS RECEIVABLE AUDIT. Section 4.5 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

Financial Condition and Statements. All financial statements now or in the future delivered to Silicon have been, and will shall be, prepared in conformity with generally accepted accounting principles and now and in the future will shall completely and accurately reflect in all material respects the financial condition of the Borrower, at the times and for the periods therein stated. Since the last date covered by any such statement, there has been no material adverse change in the financial condition or business of the Borrower. The Borrower is now and will shall continue to be solvent. The Borrower will shall provide Silicon: (ia) within 30 days after the end of each fiscal quartermonth, a quarterly monthly financial statement (consisting of an income statement and a balance sheet) prepared by the Borrower; (b) within 15 days after the end of each month, an accounts receivable report and an accounts payable report in such form as Silicon shall reasonably specify; (c) within 15 days after the end of each month, a Borrowing Base Certificate as required by the rules and regulations of the Export-Import Bank of the United States in the form attached to this Agreement as Exhibit A, as Silicon may reasonably modify such Certificate from time to time, signed by the President or Chief Financial Officer of the Borrower; and (d) within 30 days after the end of each quarter of each fiscal year, a Compliance Certificate in such form as Silicon shall reasonably specify, signed by the President or Chief Financial Officer of the Borrower, certifying that throughout such quarter the Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth on the Schedule hereto and such other information as Silicon shall reasonably request; and (ii) . The Borrower shall provide Silicon, within 120 90 days following the end of the Borrower's fiscal year, complete annual CPA-audited financial statementsstatements with details on Borrower, certified such review being conducted by independent certified public accountants reasonably acceptable to Silicon together with a letter and/or report to management of the Borrower from such certified public accountantSilicon." 3. REVISED TIME PERIOD FOR COMPLETION OF ACCOUNTS RECEIVABLE AUDIT. Section 4.5 of the Loan Agreement is hereby deleted in its entirety and replaced with the following: