Reporting Covenants Required Complies. Monthly consolidated financial statements with Compliance Certificate Monthly within 30 days Yes No Updated structure chart Quarterly within 45 days Yes No Annual financial statements (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved projections Within 60 days of the earlier of (i) FYE or (ii) approval by the Board of Directors Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) UPSTART HOLDINGS, INC. BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER UPSTART NETWORK, INC. Date: Compliance Status: Yes No By: Name: Title: EXHIBIT C LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: LOAN PAYMENT: UPSTART HOLDINGS, INC. on behalf of all Co-Borrowers From Account #________________________________ To Account #__________________________________________ (Deposit Account #) (Loan Account #) Principal $____________________________________ and/or Interest $________________________________________ Authorized Signature: Phone Number: Print Name/Title: 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 #________________________________ To Account #__________________________________________ (Loan Account #) (Deposit Account #) Amount of Growth Capital Advance $15,000,000 All Co-Borrowers’ representations and warranties in the Mezzanine 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: Phone Number: Print Name/Title: 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: _____________________________ Amount of Wire: $_____________________________ Beneficiary Bank: ______________________________ Account Number:_____________________________ City and State: ______________________________ Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further 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: ___________________________ 2nd Signature (if required): _______________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________ Telephone #: Telephone #: _____________________________ CORPORATE BORROWING CERTIFICATE CO-BORROWER A: UPSTART HOLDINGS, INC. Date: October 22, 2018 BANK: SILICON VALLEY BANK I hereby certify, solely in my capacity as an officer of the company and not in my individual capacity, as follows, as of the date set forth above:
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (Upstart Holdings, Inc.)
Reporting Covenants Required Complies. Compliance Statement Monthly consolidated within 30 days (except for themonths ending March 31, June 30, September 30, and December 31) Yes No Quarterly financial statements with Compliance Certificate Monthly within 30 days Yes No Updated structure chart Quarterly Statement Q1, Q2, and Q3 within 45 days Yes No 10-Q Report Within 45 days of Q1, Q2, and Q3 Yes No 10-K Report and Annual financial statements (CPA Audited) FYE within 180 90 days Yes No Board approved projections FYE within 30 days and as amended/updated Yes No Filed 10-Q, 10-K and 8-K Within 5 10 days after filing with SEC withSEC Yes No Board-approved projections Within 60 days of the earlier of (i) FYE or (ii) approval by the Board of Directors Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) The following are the exceptions with respect to the certification statements above: (If no exceptions exist, state “No exceptions to note.”) UPSTART HOLDINGS --------------------------------------------------------------------------------------------------------------------------------------------------------------- The following bank account information set forth on Schedule 1 attached hereto is true and correct as of the date of this Compliance Statement: Schedule 1 BANK ACCOUNT REPORT Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, INCmodified, supplemented and/or restated from time to time, the “Agreement”), Borrower confirms that the below disclosed accounts represent all depository accounts and securities accounts presently open in the name of each Borrower, Subsidiary, or Guarantor, as applicable. BANK USE ONLY Received byEach new account that has been opened since delivery of the previous Compliance Certificate is designated below with a “*”. Depository AC # Financial Institution Account Type (Depository / Securities) Last Month Ending Account Balance Purpose of Account BORROWER Name/Address: By: AUTHORIZED SIGNER 1 2 3 4 5 6 7 SUBSIDIARY Name: Date: Title: Verified: AUTHORIZED SIGNER UPSTART NETWORK, INC. Date: Compliance Status: Yes No By: Name: Title: /Address 1 2 3 4 5 6 7 GUARANTORName/Address 1 2 3 4 5 6 7 EXHIBIT C B LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: _____________________ LOAN PAYMENT: UPSTART HOLDINGSOLEMA PHARMACEUTICALS, INC. on behalf of all Co-Borrowers From Account #________________________________ _To Account #__________________________________________ (Deposit Account #) )(Loan Account #) Principal $____________________________________ _and/or Interest $________________________________________ Authorized Signature: Phone Number: Signature: Phone Number: Print Name/Title: 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 #________________________________ _To Account #__________________________________________ (Loan Account #) )(Deposit Account #) Amount of Growth Capital Term Loan Advance $15,000,000 ___________________________ All Co-Borrowers’ Borrower’s representations and warranties in the Mezzanine 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 true and complete correct in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: 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: _____________________________ Amount of Wire: $_____________________________ Beneficiary Bank: ______________________________ Account Number:_____________________________ City and State: ______________________________ Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further 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: ___________________________ 2nd Signature (if required): _______________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________ Telephone #: Telephone #: _____________________________ CORPORATE BORROWING CERTIFICATE CO-BORROWER A: UPSTART HOLDINGS, INC. Date: October 22, 2018 BANK: SILICON VALLEY BANK I hereby certify, solely in my capacity as an officer of the company and not in my individual capacity, as follows, as of the date set forth above:
Appears in 1 contract
Samples: Loan and Security Agreement (Olema Pharmaceuticals, Inc.)
Reporting Covenants Required Complies. Monthly consolidated Quarterly bank account statements Quarterly within 45 days Yes No Quarterly financial statements with Compliance Certificate Monthly within 30 days Yes No Updated structure chart Statement Quarterly within 45 days (90 days for Q4) Yes No Annual financial statements (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days Business Days after filing with SEC Yes No Board-Board approved budget and projections Within 60 FYE within 30 days of the earlier of (i) FYE or (ii) approval by the Board of Directors and within 10 Business Days as amended/updated Yes No The following Intellectual Property was registered after Assets at Subsidiaries Aggregate value of assets held by UK Subsidiary ($100,000)Aggregate value of assets at Irish Subsidiary ($100,000) Yes No Other Matters Have there been any material amendments of or other changes to the Effective Date (if no registrationsOperating Documents of Borrower or any of its Subsidiaries? If yes, state “None”) provide copies of any such amendments or changes with this Compliance Statement. Yes No The following are the exceptions with respect to the certification statements above: (If no exceptions exist, state “No exceptions to note.”) UPSTART HOLDINGS, INC. BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER UPSTART NETWORK, INC. Date: Compliance Status: Yes No By: Name: Title: -------------------------------------------------------------------------------------------------------------------------------------------- WEST\295152977.6 253576801 v8 EXHIBIT C B LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: LOAN PAYMENT_____________________ Loan Payment: UPSTART HOLDINGSZIOPHARM ONCOLOGY, INC. on behalf of all Co-Borrowers From Account #________________________________ To Account #__________________________________________ (Deposit Account #) (Loan Account #) Principal $____________________________________ and/or Interest $________________________________________ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCELoan 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 #________________________________ To Account #__________________________________________ (Loan Account #) (Deposit Account #) Amount of Growth Capital Term Loan Advance $15,000,000 ___________________________ All Co-Borrowers’ Borrower’s representations and warranties in the Mezzanine 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: Phone Number: Print Name/Title: OUTGOING WIRE REQUESTOutgoing 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: _____________________________ Amount of Wire: $_____________________________ $ Beneficiary Bank: ______________________________ Account Number:_____________________________ : City and State: ______________________________ Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further 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). WEST\295152977.6 253576801 v8 Authorized Signature: ___________________________ 2nd Signature (if required): _______________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________ Telephone #: Telephone #: _____________________________ CORPORATE BORROWING CERTIFICATE CO-BORROWER A: UPSTART HOLDINGSWEST\295152977.6 253576801 v8 EXHIBIT C Form of Disbursement Letter [see attached] 56 WEST\295152977.6 253576801 v8 DISBURSEMENT LETTER _________ __, 20__ The undersigned, being the Authorized Signer of ZIOPHARM ONCOLOGY, INC. Date: October 22., 2018 BANK: a Delaware corporation (“Borrower”), does hereby certify to (a) SILICON VALLEY BANK I hereby certifyBANK, solely a California corporation (“SVB”), in my its capacity as an officer administrative agent and collateral agent (“Agent”), (b) SVB, as a lender, (c) SVB INNOVATION CREDIT FUND VIII, L.P., a Delaware limited partnership (“SVB Capital”), as a lender (SVB and SVB Capital and each of the company other “Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and not each individually as a “Lender”) in my individual capacity, as follows, connection with that certain Loan and Security Agreement dated as of August 6, 2021, by and among Borrower, Agent and the date set forth aboveLenders from time to time party thereto (the “Loan Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Loan Agreement) that:
Appears in 1 contract
Samples: Loan and Security Agreement (Ziopharm Oncology Inc)
Reporting Covenants Required Complies. Monthly consolidated Quarterly financial statements with Compliance Certificate Monthly Quarterly within 30 days Yes No Updated structure chart Quarterly within 45 days Yes No Annual financial statements statement (CPA Audited) FYE + XX XXX within 180 days Yes No 10-Q10‑Q, 10-K 10‑K and 8-K Within 5 days after filing with SEC Yes No Board-approved projections Within Annual financial projections, budget Annually (within 60 days of the earlier of (i) FYE or (ii) approval by the Board of Directors FYE), and when revised Yes No The following Intellectual Property was registered after Other Matters Have there been any amendments of or other changes to the Effective Date (if no registrationscapitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, state “None”) provide copies of any such amendments or changes with this Compliance Certificate. Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) UPSTART HOLDINGS-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- TROVAGENE, INC. By: Name: Title: BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: _____________________ authorized signer Date: Title: _________________________ Verified: AUTHORIZED SIGNER UPSTART NETWORK, INC. ________________________ authorized signer Date: _________________________ Compliance Status: :Yes No By: Name: Title: EXHIBIT C D - LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Deadline for same day processing is Noon Pacific Time Unless otherwise provided for an Advance bearing interest at LIBOR. Fax To: Date: LOAN PAYMENT_____________________ Loan Payment: UPSTART HOLDINGSTROVAGENE, INC. on behalf of all Co-Borrowers From Account #________________________________ To Account #__________________________________________________ (Deposit Account #) (Loan Account #) Principal $____________________________________ and/or Interest $________________________________________________ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCELoan 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 #________________________________ To Account #__________________________________________________ (Loan Account #) (Deposit Account #) Amount of Growth Capital Advance $15,000,000 ___________________________ All Co-Borrowers’ Borrower’s representations and warranties in the Mezzanine 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: Phone Number: Print Name/Title: OUTGOING WIRE REQUESTOutgoing 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: _____________________________ Amount of Wire: $_____________________________ $ Beneficiary Bank: ______________________________ Account Number:_____________________________ : City and State: ______________________________ Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further 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: ___________________________ 2nd Signature (if required): _______________________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________________ Telephone #: Telephone #: SCHEDULE 1 - FORM OF LOAN AGREEMENT SUPPLEMENT LOAN AGREEMENT SUPPLEMENT No. [ ] LOAN AGREEMENT SUPPLEMENT No. [ ], dated _______________, 20____ (“Loan Supplement”), to the Loan and Security Agreement dated as of November 17, 2015 (as amended, restated, or otherwise modified from time to time, the “Loan Agreement) by and between the undersigned TROVAGENE, INC. (“Borrower”) and Silicon Valley Bank (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained in the Loan Agreement, Borrower grants Bank, a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) is attached hereto. The proceeds of the Equipment Advance should be transferred to Borrower’s account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: [...***...] Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the interest rate applicable to the Funding Date of the Equipment Advance contemplated in connection with this Supplement and the principal amount set forth below; (b) the representations and warranties made by Borrower in the Loan Agreement are true and correct on the date hereof and shall be true and correct on such Funding Date. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Equipment Advance Funding Date: _____________, 20____ Equipment Advance Amount: $____________ Interest Rate: ______% This Supplement is delivered as of this day and year first above written. SILICON VALLEY BANK By: ____________________________________ CORPORATE BORROWING CERTIFICATE CO-BORROWER AName: UPSTART HOLDINGSTitle: TROVAGENE, INC. DateBy: October 22, 2018 BANK__________________________________ Name: SILICON VALLEY BANK I hereby certify, solely in my capacity as an officer of the company and not in my individual capacity, as follows, as of the date set forth aboveTitle:
Appears in 1 contract
Reporting Covenants Required Complies. Monthly consolidated financial statements with Compliance Certificate Monthly within 30 days Yes No Updated structure chart Quarterly within 45 days Yes No Annual financial statements statement (CPA Audited) FYE + XX XXX within 180 210 days Yes No 10-Q10‑Q, 10-K 10‑K and 8-K Within 5 days after filing with SEC Yes No Board-approved Annual projections Within 60 days of the earlier of (i) FYE or (ii) approval by the Board of Directors Yes No The following Intellectual Property was registered after Other Matters Have there been any amendments of or other changes to the Effective Date (if no registrationscapitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, state “None”) provide copies of any such amendments or changes with this Compliance Certificate. Yes No [Continued on Next Page] The following are the exceptions with respect to the certification above: (If no exceptions exist, state “"No exceptions to note.”") UPSTART HOLDINGS-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ENVISION SOLAR INTERNATIONAL, INC. ENVISION SOLAR CONSTRUCTION, INC. By: Name: Title: BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: _____________________ authorized signer Date: Title: _________________________ Verified: AUTHORIZED SIGNER UPSTART NETWORK, INC. ________________________ authorized signer Date: _________________________ Compliance Status: Yes No By: Name: Title: EXHIBIT C D LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Deadline for same day processing is Noon Pacific Time Fax To: Date: LOAN PAYMENT_____________________ Loan Payment: UPSTART HOLDINGSENVISION SOLAR INTERNATIONAL, INC. on behalf of all Co-Borrowers and ENVISION SOLAR CONSTRUCTION, INC. From Account #________________________________ To Account #__________________________________________________ (Deposit Account #) (Loan Account #) Principal $____________________________________ and/or Interest $________________________________________________ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCELoan 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 #________________________________ To Account #__________________________________________________ (Loan Account #) (Deposit Account #) Amount of Growth Capital Advance $15,000,000 ___________________________ All Co-Borrowers’ Borrower's representations and warranties in the Mezzanine 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: Phone Number: Print Name/Title: OUTGOING WIRE REQUESTOutgoing 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: _____________________________ Amount of Wire: $_____________________________ $ Beneficiary Bank: ______________________________ Account Number:_____________________________ : City and State: ______________________________ Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further 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: ___________________________ 2nd Signature (if required): _______________________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________ Telephone #: Telephone #: _____________________________ CORPORATE BORROWING CERTIFICATE CO-BORROWER A: UPSTART HOLDINGS, INC. Date: October 22, 2018 BANK: SILICON VALLEY BANK I hereby certify, solely in my capacity as an officer of the company and not in my individual capacity, as follows, as of the date set forth above:
Appears in 1 contract
Samples: Loan and Security Agreement (Envision Solar International, Inc.)
Reporting Covenants Required Complies. Monthly consolidated financial statements with Compliance Certificate Monthly within 30 days Yes No Updated structure chart Quarterly Monthly account statements from other financial institutions Monthly within 45 30 days Yes No Annual financial statements statement (CPA Audited) FYE + XX XXX within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved financial projections Within 60 FYE within 45 days of the earlier of (i) FYE or (ii) approval by the Board of Directors Yes No The following Intellectual Property was registered after Other Matters Have there been any amendments of or other changes to the Effective Date (if no registrationscapitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, state “None”) provide copies of any such amendments or changes with this Compliance Certificate. Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) UPSTART HOLDINGS, INC-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- RESPONSE BIOMEDICAL CORP. BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER UPSTART NETWORK, INC. Date: Compliance Status: Yes No By: Name: Title: EXHIBIT C LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: LOAN PAYMENT: UPSTART HOLDINGS, INC. on behalf of all Co-Borrowers From Account #_______________________________________ To Account #By: _____________________________________________ (Deposit Account #) (Loan Account #) Principal $AUTHORIZED SIGNER Name: ____________________________________ and/or Interest $________________________________________ Authorized Signature: Phone Number: Print Name/Title: 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 #________________________________ To Account #__________________________________________ (Loan Account #) (Deposit Account #) Amount of Growth Capital Advance $15,000,000 All Co-Borrowers’ representations and warranties in the Mezzanine 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: Phone Number: Print Name/Title: 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 NameDate: _____________________________ Amount of Wire: $_____________________________ Beneficiary Bank: ______________________________ Account Number:_____________________________ City and State: ______________________________ Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further 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: ___________________________ 2nd Signature (if required): _______________________________ Print Name/Title: ______________________________ Print Name/Title: ____________________________________________ Telephone #: Telephone #Verified: ___________________________________________ AUTHORIZED SIGNER Date: ______________________________________________ Compliance Status: Yes No EXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME* EXHIBIT C BORROWING RESOLUTIONS CORPORATE BORROWING CERTIFICATE CO-BORROWER ABorrower: UPSTART HOLDINGS, INCRESPONSE BIOMEDICAL CORP. Date: October 22February __, 2018 BANK2014 Bank: SILICON VALLEY BANK I hereby certify, solely in my capacity as an officer of the company and not in my individual capacity, certify as follows, as of the date set forth above:
Appears in 1 contract
Reporting Covenants Required Complies. Monthly consolidated financial statements with Compliance Certificate Monthly within 30 days Yes No Updated structure chart Quarterly within 45 days Yes No Annual financial statements statement (CPA AuditedReviewed) FYE + XX XXX within 180 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved projections Within 60 Clinical Status and Regulatory Updates Quarterly within 30 days of the earlier of (i) FYE or (ii) approval by the Board of Directors Yes No The following Intellectual Property was registered after Annual Operating Budget FYE within 45 days, and as updated/amended Yes No Other Matters Have there been any material changes to the Effective Date (if no registrationscapitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, state “None”) provide copies of any such amendments or changes with this Compliance Certificate. Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) UPSTART HOLDINGSMIRAGEN THERAPEUTICS, INC. BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER UPSTART NETWORK, INC. Date: Compliance Status: Yes No By: Name: Title: EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: _______________ LOAN PAYMENT: UPSTART HOLDINGSmiRagen Therapeutics, INC. on behalf of all Co-Borrowers Inc. From Account #________________________________ To Account #__________________________________________________ (Deposit Account #) (Loan Account #) Principal $____________________________________ and/or Interest $________________________________________________ Authorized Signature: Phone Number: ____________________________________________ Print Name/Title: 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 #________________________________ To Account #__________________________________________________ (Loan Account #) (Deposit Account #) Amount of Growth Capital Advance $15,000,000 ___________________________ All Co-Borrowers’ Borrower’s representations and warranties in the Mezzanine 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: Phone Number: Print Name/Title: 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: ________________________________ Amount of Wire: $$ ___________________________________________ Beneficiary Bank: ________________________________ Account Number:: ____________________________________________ City and State: ___________________________________ Beneficiary Bank Transit (ABA) #: __________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.): ___________________ (For International Wire Only) Intermediary Bank: _______________________________ Transit (ABA) #: ____________________________________________ For Further 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: ___________________________ 2nd Signature (if required): _______________________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________________ Telephone #: Telephone #: :__________________________________ CORPORATE BORROWING CERTIFICATE CO-BORROWER A: UPSTART HOLDINGS, INC. Date: October 22, 2018 BANK: SILICON VALLEY BANK I hereby certify, solely in my capacity as an officer of the company and not in my individual capacity, as follows, as of the date set forth aboveTelephone #:__________________________________________________
Appears in 1 contract
Samples: Loan and Security Agreement (Signal Genetics, Inc.)
Reporting Covenants Required Complies. Monthly consolidated financial statements with Compliance Certificate Monthly within 30 days Yes No Updated structure chart Quarterly Monthly account statements from other financial institutions Monthly within 45 30 days Yes No Annual financial statements statement (CPA Audited) FYE + XX XXX within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved financial projections Within 60 FYE within 45 days of the earlier of (i) FYE or (ii) approval by the Board of Directors Yes No The following Intellectual Property was registered after Other Matters Have there been any amendments of or other changes to the Effective Date (if no registrationscapitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, state “None”) provide copies of any such amendments or changes with this Compliance Certificate. Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) UPSTART HOLDINGS, INCRESPONSE BIOMEDICAL CORP. BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER UPSTART NETWORK, INC. Date: Compliance Status: Yes No By: Name: Title: EXHIBIT C LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: LOAN PAYMENT: UPSTART HOLDINGS, INC. on behalf of all Co-Borrowers From Account #:________________________________ To Account #__________________________________________ (Deposit Account #) (Loan Account #) Principal $By:____________________________________ and/or Interest $________________________________________ Authorized Signature: Phone Number: Print Name/Title: 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 #________________________________ To Account #__________________________________________ (Loan Account #) (Deposit Account #) Amount of Growth Capital Advance $15,000,000 All Co-Borrowers’ representations and warranties in the Mezzanine 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: Phone Number: Print AUTHORIZED SIGNER Name/Title: 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: _____________________________ Amount of Wire: $_____________________________ Beneficiary Bank: ______________________________ Account Number:_____________________________ City and State: ______________________________ Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further 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: ___________________________ 2nd Signature (if required): _______________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________ Telephone #: Telephone #: Date:_____________________________________________________ CORPORATE BORROWING CERTIFICATE CO-BORROWER ATitle:______________________________________________ Verified:___________________________________________________ AUTHORIZED SIGNER Date:_____________________________________________________ Compliance Status: UPSTART HOLDINGS, INC. Yes No EXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME* Fax To: Date: October 22, 2018 BANK_____________________ LOAN PAYMENT: SILICON VALLEY BANK I hereby certify, solely in my capacity as an officer of the company and not in my individual capacity, as follows, as of the date set forth aboveRESPONSE BIOMEDICAL CORP. From Account # To Account # (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE:
Appears in 1 contract
Reporting Covenants Required Complies. Monthly consolidated financial statements Quarterly Financial Statements with Compliance Certificate Monthly within 30 days Yes No Updated structure chart Statement Quarterly within 45 days and FYE within 90 days Yes No Annual financial statements (CPA Audited) FYE within 180 days Yes No 10-Q, 10-K and 8-K Within 5 days Business Days after filing with SEC Yes No Board-N/A Board approved projections Within 60 FYE within 30 days of the earlier of (i) FYE or (ii) approval and within 30 days, as amended/updated, in each case as approved by the Board of Directors Yes No The following Intellectual Property was registered after Other Matters Have there been any material amendments to the Effective Date (if no registrationsOperating Documents of Borrower? If yes, state “None”) provide copies of any such amendments or changes with this Compliance Statement. Yes No The following are the exceptions with respect to the certification statements above: (If no exceptions exist, state “No exceptions to note.”) UPSTART HOLDINGS, INC. BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER UPSTART NETWORK, INC. Date: Compliance Status: Yes No By: Name: Title: 295054968.4 354271-000499" "" 295054968.4 354271-000499 EXHIBIT C B LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax ToDeadline for same day processing is Noon Pacific Time fax to: Date: LOAN PAYMENT_____________________ Loan Payment: UPSTART HOLDINGSSI-BONE, INC. on behalf of all Co-Borrowers From Account #________________________________ To Account #__________________________________________ (Deposit Account #) (Loan Account #) Principal $____________________________________ and/or Interest $________________________________________ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCELoan 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 #________________________________ To Account #__________________________________________ (Loan Account #) (Deposit Account #) Amount of Growth Capital Term Loan Advance $15,000,000 ___________________________ All Co-Borrowers’ Borrower’s representations and warranties in the Mezzanine 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 true and complete correct in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST295054968.4 354271-000499" "" 295054968.4 354271-000499 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: _____________________________ Amount of Wire: $_____________________________ $ Beneficiary Bank: ______________________________ Account Number:_____________________________ : City and State: ______________________________ Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further 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: ___________________________ 2nd Signature (if required): _______________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________ Telephone #: Telephone #: _____________________________ CORPORATE BORROWING CERTIFICATE CO295054968.4 354271-BORROWER A: UPSTART HOLDINGS, INC. Date: October 22, 2018 BANK: SILICON VALLEY BANK I hereby certify, solely in my capacity as an officer of the company and not in my individual capacity, as follows, as of the date set forth above:000499" "" 295054968.4
Appears in 1 contract
Reporting Covenants Required Complies. Monthly consolidated financial statements (not in conformity with GAAP) Monthly within 30 days Yes No Monthly Compliance Certificate Monthly within 30 days Yes No Updated structure chart Quarterly financial statements Quarterly within 45 days (except last quarter, within 90 days) Yes No Quarterly Compliance Certificate Quarterly within 45 days (except last quarter, within 90 days) Yes No Board-Approved Projections Earlier of within 60 days of Board approval or 60 days of FYE Yes No Annual financial statements (CPA Audited) FYE within 180 days Yes No 10-Q10‑Q, 10-K 10‑K and 8-K Within 5 days after filing with SEC (except when posted or linked on Borrower’s website) Yes No Board-approved projections Within 60 days of the earlier of (i) FYE or (ii) approval by the Board of Directors Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) UPSTART HOLDINGS-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- SELECTA BIOSCIENCES, INC. BANK USE ONLY By: Received by: By: AUTHORIZED SIGNER XXXXXX Name: Date: Title: Verified: AUTHORIZED SIGNER UPSTART NETWORK, INC. XXXXXX Date: Compliance Status: Yes No By: Name: Title: EXHIBIT C - LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Deadline for same day processing is Noon Eastern Time Fax To: Date: LOAN PAYMENT: UPSTART HOLDINGS, INC. on behalf of all Co-Borrowers From Account #________________________________ LOAN PAYMENT: SELECTA BIOSCIENCES, INC. From Account # To Account #__________________________________________ # (Deposit Account Amount #) (Loan Account #) Principal $____________________________________ $ and/or Interest $________________________________________ $ Authorized Signature: Phone Number: Print Name/Title: 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 #________________________________ # To Account #__________________________________________ # (Loan Account #) (Deposit Account Amount #) Amount of Growth Capital Advance $15,000,000 $ All Co-Borrowers’ Borrower’s representations and warranties in the Mezzanine 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: Phone Number: Print Name/Title: 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 Eastern Time Beneficiary Name: _____________________________ Amount of Wire: $_____________________________ $ Beneficiary Bank: ______________________________ Account Number:_____________________________ : City and State: ______________________________ Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further 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: ___________________________ 2nd Signature (if required): _______________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________ Telephone #: Telephone #: _____________________________ CORPORATE BORROWING CERTIFICATE CO-BORROWER A: UPSTART HOLDINGS, INC. Date: October 22, 2018 BANK: SILICON VALLEY BANK I hereby certify, solely in my capacity as an officer of the company and not in my individual capacity, as follows, as of the date set forth above:
Appears in 1 contract
Samples: Loan and Security Agreement (Selecta Biosciences Inc)
Reporting Covenants Required Complies. Monthly consolidated financial statements with Compliance Certificate Statement Monthly within 30 days (except for the months ending March 31, June 30, September 30, and December 31) Yes No Updated structure chart 10-Q Report Within 45 days of Q1, Q2, and Q3 Yes No Quarterly Compliance Statement Quarterly within 45 days Yes No 10-K Report and Annual financial statements (CPA Audited) FYE within 180 90 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-Board approved projections Within FYE within 60 days of the earlier of (i) FYE or (ii) approval by the Board of Directors and as amended/updated Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) The following are the exceptions with respect to the certification statements above: (If no exceptions exist, state “No exceptions to note.”) UPSTART HOLDINGS, INC. BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER UPSTART NETWORK, INC. Date: Compliance Status: Yes No By: Name: Title: _______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ EXHIBIT C B LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Deadline for same day processing is Noon Eastern Time Date: LOAN PAYMENT_____________________ Loan Payment: UPSTART HOLDINGSCANDEL THERAPEUTICS, INC. on behalf of all Co-Borrowers From Account #________________________________ To Account #__________________________________________ (Deposit Account #) (Loan Account #) Principal $____________________________________ and/or Interest $________________________________________ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCELoan 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 #________________________________ To Account #__________________________________________ (Loan Account #) (Deposit Account #) Amount of Growth Capital Term Loan Advance $15,000,000 ___________________________ All Co-Borrowers’ Borrower’s representations and warranties in the Mezzanine 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 true and complete correct in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUESTOutgoing 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 Eastern Time Beneficiary Name: _____________________________ Amount of Wire: $_____________________________ $ Beneficiary Bank: ______________________________ Account Number:_____________________________ : City and State: ______________________________ Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further 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: ___________________________ 2nd Signature (if required): _______________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________ Telephone #: Telephone #: _____________________________ CORPORATE BORROWING CERTIFICATE CO-BORROWER A: UPSTART HOLDINGS, INC. Date: October 22, 2018 BANK: SILICON VALLEY BANK I hereby certify, solely in my capacity as an officer of the company and not in my individual capacity, as follows, as of the date set forth above:_
Appears in 1 contract
Samples: Loan and Security Agreement (Candel Therapeutics, Inc.)
Reporting Covenants Required Complies. Monthly consolidated financial statements Financial Statements with Compliance Certificate Monthly within 30 As soon as available, but no later than thirty (30) days after the last day of each calendar month Yes No Updated structure chart Quarterly within 45 Financial Statements As soon as available, but no later than forty-five (45) days after the last day of each calendar quarter Yes No Annual financial statements Financial Statement (CPA Audited) FYE within 180 90 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved projections Within 60 Board Projections Annually within 30 days of the earlier of (i) FYE or (ii) Parent Board approval, and as amended/updated by Parent Board approval by the Board of Directors Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) Other Matters Have there been any material amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Certificate. Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) UPSTART HOLDINGS, INC. BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER UPSTART NETWORK, INC. Date: Compliance Status: Yes No By: Name: Title: EXHIBIT C B LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: LOAN PAYMENT_____________________ Loan Payment: UPSTART MEDAVAIL HOLDINGS, INC. ., on behalf of all Co-Borrowers From Account #________________________________ To Account #__________________________________________ (Deposit Account #) (Loan Account #) Principal $____________________________________ and/or Interest $________________________________________ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCELoan 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 #________________________________ To Account #__________________________________________ (Loan Account #) (Deposit Account #) Amount of Growth Capital Term Loan Advance $15,000,000 ___________________________ All Co-Borrowers’ Borrower’s representations and warranties in the Mezzanine 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: Phone Number: Print Name/Title: OUTGOING WIRE REQUESTOutgoing 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 time Beneficiary Name: _____________________________ Amount of Wire: $_____________________________ $ Beneficiary Bank: ______________________________ Account Number:_____________________________ : City and State: ______________________________ Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further 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: ___________________________ 2nd Signature (if required): _______________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________ Telephone #: Telephone #: _____________________________ CORPORATE BORROWING CERTIFICATE CO-BORROWER A: UPSTART EXHIBIT C Form of Disbursement Letter [see attached] DISBURSEMENT LETTER [DATE] The undersigned, each being an Authorized Signer of (a) MEDAVAIL HOLDINGS, INC. Date: October 22., 2018 BANK: a Delaware corporation, (b) MEDAVAIL PHARMACY INC., an Arizona corporation, (c) MEDAVAIL, INC., a Delaware corporation, (d) MEDAVAIL TECHNOLOGIES (US) INC., a Delaware corporation, and (e) MEDAVAIL TECHNOLOGIES INC., a corporation organized under the laws of the province of Ontario, Canada (each and together, jointly and severally, “Borrower”), do hereby certify to (i) SILICON VALLEY BANK I hereby certifyBANK, solely a California corporation (“SVB”), in my its capacity as an officer administrative agent and collateral agent (“Agent”), (ii) SVB, as a lender, and (iii) SVB INNOVATION CREDIT FUND VIII, L.P., a Delaware limited partnership (“SVB Capital”), as a lender (SVB and SVB Capital and each of the company other “Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and not each individually as a “Lender”) in my individual capacity, as follows, connection with that certain Loan and Security Agreement dated as of June 7, 2021, by and among Borrower, Agent and the date set forth aboveLenders from time to time party thereto (the “Loan Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Loan Agreement) that:
Appears in 1 contract
Samples: Loan and Security Agreement (MedAvail Holdings, Inc.)
Reporting Covenants Required Complies. Monthly consolidated financial statements with Compliance Certificate Statement Monthly within 30 days (except for the months ending March 31, June 30, September 30, and December 31) Yes No Updated structure chart Quarterly financial statements with Compliance Statement Q1, Q2, and Q3 within 45 days Yes No 10-Q Report Within 45 days of Q1, Q2, and Q3 Yes No 10-K Report and Annual financial statements (CPA Audited) FYE within 180 90 days Yes No Board approved projections FYE within 30 days and as amended/updated Yes No Filed 10-Q, 10-K and 8-K Within 5 10 days after filing with SEC Yes No Board-approved projections Within 60 days of the earlier of (i) FYE or (ii) approval by the Board of Directors Positive Data Event: Has Borrower achieved Positive Data? Yes ______ No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) ________ N/A _______ The following are the exceptions with respect to the certification statements above: (If no exceptions exist, state “No exceptions to note.”) UPSTART HOLDINGS, INC. BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER UPSTART NETWORK, INC. Date: Compliance Status: Yes No By: Name: Title: _______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ EXHIBIT C B LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Deadline for same day processing is Noon Pacific Time Date: LOAN PAYMENT_____________________ Loan Payment: UPSTART HOLDINGSACHIEVE LIFE SCIENCES, INC. on behalf of all Co-Borrowers From Account #________________________________ To Account #__________________________________________ (Deposit Account #) (Loan Account #) Principal $____________________________________ and/or Interest $________________________________________ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCELoan 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 #________________________________ To Account #__________________________________________ (Loan Account #) (Deposit Account #) Amount of Growth Capital Term Loan Advance $15,000,000 ___________________________ All Co-Borrowers’ Borrower’s representations and warranties in the Mezzanine Loan and Security 2021 Contingent Convertible Debt 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 true and complete correct in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUESTOutgoing 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: _____________________________ Amount of Wire: $_____________________________ $ Beneficiary Bank: ______________________________ Account Number:_____________________________ : City and State: ______________________________ Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further 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: ___________________________ 2nd Signature (if required): _______________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________ Telephone #: Telephone #: _____________________________ CORPORATE BORROWING CERTIFICATE CO-BORROWER A: UPSTART HOLDINGS"> Exhibit C Form of Disbursement Letter [see attached] DISBURSEMENT LETTER [DATE] The undersigned, being the duly elected and acting [ ] of (a) ACHIEVE LIFE SCIENCES, INC. Date: October 22., 2018 BANK: a Delaware corporation (“Borrower”), does hereby certify to (b) SILICON VALLEY BANK I hereby certifyBANK, solely a California corporation (“SVB”), in my its capacity as an officer administrative agent and collateral agent (“Agent”), (c) SILICON VALLEY BANK, a California corporation, as a lender, (d) SVB INNOVATION CREDIT FUND VIII, L.P., a Delaware limited partnership (“SVB Innovation Fund”), as a lender (SVB and SVB Innovation Fund and each of the company other “Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and not each individually as a “Lender”) in my individual capacity, as follows, connection with that certain 2021 Contingent Convertible Debt Agreement dated as of [_________], by and among Borrower, Agent and the date set forth aboveLenders from time to time party thereto (the “Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Agreement) that:
Appears in 1 contract
Samples: Contingent Convertible Debt Agreement (Achieve Life Sciences, Inc.)
Reporting Covenants Required Complies. Monthly Quarterly consolidated financial statements with Compliance Certificate Monthly Quarterly within 30 40 days Yes No Updated structure chart Quarterly within 45 Consolidating financial statements Within 40 days of June 30th and December 31st Yes No N/A Annual financial statements statement (CPA Audited) FYE within 180 150 days Yes No 10-Q10‑Q, 10-K 10‑K and 8-K Within 5 days after filing with SEC Yes No Board-approved Board projections Within 60 45 days of the earlier of (i) after FYE or (ii) approval by the Board of Directors Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) UPSTART HOLDINGS, -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 1 5741777v2 AGENUS INC.ANTIGENICS INC. By: Name: Title: BANK USE ONLY Received by: By: _____________________ AUTHORIZED SIGNER Name: Date: Title: _________________________ Verified: ________________________ AUTHORIZED SIGNER UPSTART NETWORK, INC. Date: _________________________ Compliance Status: Yes No By: Name: Title: 5741777v2 EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC EASTERN TIME Fax To: Date: _____________________ LOAN PAYMENT: UPSTART HOLDINGS, AGENUS INC. on behalf of all Co-Borrowers and ANTIGENICS INC. From Account #________________________________ To Account #__________________________________________________ (Deposit Account #) (Loan Account #) Principal $____________________________________ and/or Interest $________________________________________________ Authorized Signature: Phone Number: Print Name/Title: 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 #________________________________ To Account #__________________________________________________ (Loan Account #) (Deposit Account #) Amount of Growth Capital Advance Term Loan $15,000,000 ___________________________ All Co-Borrowers’ Borrower’s representations and warranties in the Mezzanine 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: Phone Number: Print Name/Title: 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 Eastern Time Beneficiary Name: _____________________________ Amount of Wire: $_____________________________ $ Beneficiary Bank: ______________________________ Account Number:_____________________________ : City and State: ______________________________ Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further 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: ___________________________ 2nd Signature (if required): _______________________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________ Telephone #: Telephone #: _____________________________ CORPORATE BORROWING CERTIFICATE CO-BORROWER ATelephone #: UPSTART HOLDINGS, INC. DateTelephone #: October 22, 2018 BANK: SILICON VALLEY BANK I hereby certify, solely in my capacity as an officer of the company and not in my individual capacity, as follows, as of the date set forth above:5741777v2 1545276.5
Appears in 1 contract
Reporting Covenants Required Complies. Monthly consolidated Quarterly financial statements with Compliance Certificate Monthly within 30 days Yes No Updated structure chart Quarterly within 45 days Yes No Annual financial statements (CPA Audited) FYE within 180 90 days Yes No Quarterly Compliance Statement Quarterly within 45 days; within 90 days for the quarter ending December 31 Yes No Board projections FYE within 30 days and contemporaneously with any updates or changes thereto Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board-approved projections Within 60 days Other Matters Have there been any amendments of or other changes to the earlier capitalization table of (i) FYE Borrower and to the Operating Documents of Borrower or (ii) approval by the Board any of Directors its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Statement. Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) The following are the exceptions with respect to the certification statements above: (If no exceptions exist, state “No exceptions to note.”) UPSTART HOLDINGS, INC. BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER UPSTART NETWORK, INC. Date: Compliance Status: Yes No By: Name: Title: EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC EASTERN TIME Fax To: Date: LOAN PAYMENT: UPSTART HOLDINGSFREQUENCY THERAPEUTICS, INC. on behalf of all Co-Borrowers From Account #________________________________ To Account #______________________________________________ (Deposit Account #) (Loan Account #) Principal $____________________________________ $ and/or Interest $________________________________________ $ Authorized Signature: Phone Number: Print Name/Title: 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 #________________________________ To Account #______________________________________________ (Loan Account #) (Deposit Account #) Amount of Growth Capital Advance $15,000,000 Credit Extension $ All Co-Borrowers’ Borrower’s representations and warranties in the Mezzanine Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advancea Credit Extension; 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: Phone Number: Print Name/Title: 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 Eastern Time Beneficiary Name: _____________________________ Amount of Wire: $_____________________________ $ Beneficiary Bank: ______________________________ Account Number:_____________________________ : City and State: ______________________________ Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further 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: ___________________________ 2nd Signature (if required): _______________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________ Telephone #: Telephone #: _____________________________ CORPORATE BORROWING CERTIFICATE CO-BORROWER A: UPSTART HOLDINGS, INC. Date: October 22, 2018 BANK: SILICON VALLEY BANK I hereby certify, solely in my capacity as an officer of the company and not in my individual capacity, as follows, as of the date set forth above:
Appears in 1 contract
Samples: Loan and Security Agreement (Frequency Therapeutics, Inc.)
Reporting Covenants Required Complies. Monthly consolidated financial statements with Compliance Certificate Monthly within 30 days Yes No Updated structure chart Statement Quarterly within 45 days Yes No 10-Q Report Within 45 days of Q1, Q2, and Q3 10-K Report and Annual financial statements (CPA Audited) FYE within 180 90 days Yes No Filed 10-Q, 10-K and 8-K Within 5 days Promptly after filing with SEC Yes No Board-Board approved projections Within 60 FYE within 90 days of the earlier of (i) FYE or (ii) approval by the Board of Directors and as amended/updated Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) The following are the exceptions with respect to the certification statements above: (If no exceptions exist, state “No exceptions to note.”) UPSTART HOLDINGS, INC. BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER UPSTART NETWORK, INC. Date: Compliance Status: Yes No By: Name: Title: EXHIBIT C B LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Deadline for same day processing is Noon Eastern Time Date: LOAN PAYMENT_____________________________ Loan Payment: UPSTART HOLDINGS, INC. on behalf of all Co-Borrowers CELSION CORPORATION From Account #__________________________________ To Account Account#__________________________________________ (Deposit Account #) (Loan Account #) Principal $______________________________________ and/or Interest $______Interest$__________________________________ Authorized Signature: Phone Number: :__________________________________ Print Name/Title: 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 #_________________________________ To Account Account#__________________________________________ (Loan Account #) (Deposit Account #) Amount of Growth Capital Term Loan Advance $15,000,000 $ ____________________ All Co-Borrowers’ Borrower’s representations and warranties in the Mezzanine Loan and Security Agreement are true, correct 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 true and complete correct in all material respects as of such date: Authorized Signature: _____________________________ Phone Number: __________________________________ Print Name/Title: OUTGOING WIRE REQUEST_________________________________ 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 Eastern Time Beneficiary Name: ______________________________ Amount of Wire: $_____________________________ Beneficiary Bank: _______________________________ Account Number:: ______________________________ City and State: _________________________________ Beneficiary Bank Transit (ABA) #: ___________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.): __________ (For International Wire Only) Intermediary Bank: _____________________________ Transit (ABA) #: _______________________________ For Further 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: ___________________________ 2nd Signature (if required): _______________________________ Print Name/Title: ______________________________ Print Name/Title: :_______________________________ Telephone #: _________________________________ Telephone #: Telephone #: _____________________________ CORPORATE BORROWING CERTIFICATE CO-BORROWER A: UPSTART HOLDINGS, INC. Date: October 22, 2018 BANK: SILICON VALLEY BANK I hereby certify, solely in my capacity as an officer of the company and not in my individual capacity, as follows, as of the date set forth above:______
Appears in 1 contract
Reporting Covenants Required Complies. Monthly consolidated financial statements with Compliance Certificate Monthly within 30 days Yes No Updated structure chart Quarterly within 45 40 days Yes No Annual financial statements statement (CPA Audited) FYE within 180 days Yes No 10-QFiled 10‑Q, 10-K 10‑K and 8-K Within 5 days after filing with SEC Yes No 10-Q Report, 10-K Report, and annual financial statement Within 45 days of quarter end for 10-Q; FYE within 90 days for 10-K; and FYE within 90 days for annual financial statements Yes No Board-approved projections Within Approved Projections FYE within 60 days of the earlier of (i) FYE or (ii) approval by the Board of Directors and promptly following changes Yes No The following Intellectual Property was registered after Other Matters Have there been any amendments of or other changes to the Effective Date (if no registrationscapitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, state “None”) provide copies of any such amendments or changes with this Compliance Certificate. Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) UPSTART HOLDINGS--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- AXSOME THERAPEUTICS, INC. BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER UPSTART NETWORK, INC. Date: Compliance Status: Yes No By: Name: Title: AGENT USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ________________________ authorized signer Date: _________________________ Compliance Status:Yes No EXHIBIT C LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Deadline for same day processing is Noon Eastern Time Fax To: Date: LOAN PAYMENT_____________________ Loan Payment: UPSTART HOLDINGSAXSOME THERAPEUTICS, INC. on behalf of all Co-Borrowers From Account #________________________________ _To Account #__________________________________________ (Deposit Account #) )(Loan Account #) Principal $____________________________________ _and/or Interest $________________________________________ Authorized Signature: Phone Number: Print Name/Title: 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 #________________________________ To Account #__________________________________________ (Loan Account #) (Deposit Account #) Amount of Growth Capital Advance $15,000,000 All Co-Borrowers’ representations and warranties in the Mezzanine 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: Phone Number: Print Name/Title: 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: _____________________________ Amount of Wire: $_____________________________ Beneficiary Bank: ______________________________ Account NumberAdvance:_____________________________ City and State: ______________________________ Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further 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: ___________________________ 2nd Signature (if required): _______________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________ Telephone #: Telephone #: _____________________________ CORPORATE BORROWING CERTIFICATE CO-BORROWER A: UPSTART HOLDINGS, INC. Date: October 22, 2018 BANK: SILICON VALLEY BANK I hereby certify, solely in my capacity as an officer of the company and not in my individual capacity, as follows, as of the date set forth above:
Appears in 1 contract
Samples: Loan and Security Agreement (Axsome Therapeutics, Inc.)
