FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Exhibit 10.1
FIRST AMENDMENT
TO
This First Amendment to Loan and Security Agreement (this “Amendment”) is made and entered into as of September 18, 2019, by and among PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and PRECISION BIOSCIENCES, INC. and ELO LIFE SYSTEMS, INC. (individually and collectively, jointly and severally, “Borrower”).
RECITALS
Borrower and Bank are parties to that certain Loan and Security Agreement dated as of May 15, 2019 (as amended from time to time, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.
NOW, THEREFORE, the parties agree as follows:
6.6 Primary Depository. At all times when the aggregate balance of Borrower’s Cash at Bank and Bank’s affiliates is less than the Deposit Account Threshold, Borrower shall maintain, and shall cause all of its Subsidiaries to maintain, all depository and operating accounts with Bank and all investment accounts with Bank or Bank’s affiliates. At all times when the aggregate balance of Borrower’s Cash at Bank and Bank’s affiliates equals or exceeds the Deposit Account Threshold, Borrower and its Subsidiaries may maintain Cash balances that exceed the Deposit Account Threshold in depository, operating, and investments accounts outside of Bank or Bank’s affiliates, so long as each such account outside of Bank is subject to a dulyexecuted account control agreement in favor of Bank, and in form and substance reasonably satisfactory to Bank. Notwithstanding the foregoing, Precision UK may maintain a bank account in the United Kingdom, with such account not subject to an account control agreement in favor of Bank, so long as the balance in such account does not exceed $150,000 (or its USD equivalent) at any time. Prior to Borrower maintaining any investment accounts with Bank’s affiliates, Borrower, Bank, and any such affiliate shall have entered into a securities account control agreement with respect to any such investment accounts, in form and substance reasonably satisfactory to Bank.
7.13 UK Subsidiary. Permit Precision UK to maintain cash exceeding $150,000 or non- cash assets exceeding a book value of $50,000 at any time.
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3) |
Bank’s notice addresses in Article 10 of the Agreement are hereby amended and restated, as follows: |
If to Bank: |
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Pacific Western Bank |
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000 Xxxxxxxxx Xxxxxx, Xxxxx 000 |
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Xxxxxx, Xxxxx Xxxxxxxx 00000 |
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Attn: Loan Operations Manager |
Precision Biosciences, Inc. – 1st Amendment to LSA – Execution
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FAX: (000) 000-0000 |
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Email: xxxxxxxxxxx@xxxxxxx.xxx |
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with a Copy to: |
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Pacific Western Bank |
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000 Xxxxxx Xxxxxx, Xxxxx 000 |
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Xxxxxx, Xxxxxxxxxxxxx 00000 Attn: Xxxxx Xxxxxx |
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Email: xxxxxxx@xxxxxxx.xxx |
Precision Biosciences, Inc. – 1st Amendment to LSA – Execution
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4) |
Subsection (d) of the defined term “Permitted Invesment” in Exhibit A to the Agreement is hereby amended and restated, as follows: |
(d) Investments of Subsidiaries in or to other Subsidiaries or Borrower and Investments by Borrower in Subsidiaries not to exceed $1,000,000 in the aggregate in any fiscal year;
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The following defined term is hereby added to Exhibit A of the Agreement, as follows: “Precision UK” means Precision Biosciences UK Limited, a private limited |
company formed under the laws of England and Wales and a wholly owned Subsidiary of Borrower.
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8) |
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. |
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9) |
As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following: |
Precision Biosciences, Inc. – 1st Amendment to LSA – Execution
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c) |
such other documents and completion of such other matters, as Bank may reasonably deem necessary or appropriate. |
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[Signature Page Follows]
Precision Biosciences, Inc. – 1st Amendment to LSA – Execution
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.
PRECISION BIOSCIENCES, INC. |
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PACIFIC WESTERN BANK |
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By: |
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/s/ Xxxx Xxxxxx |
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By: |
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Name: |
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Xxxx Xxxxxx |
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Name: |
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Title: |
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CFO |
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Title: |
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ELO LIFE SYSTEMS, INC. |
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By: |
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/s/ Xxxx Xxxxxx |
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Name: |
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Xxxx Xxxxxx |
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Title: |
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CFO |
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[Signature Page to First Amendment to Loan and Security Agreement]
Precision Biosciences, Inc. – 1st Amendment to LSA – Execution
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.
PRECISION BIOSCIENCES, INC. |
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PACIFIC WESTERN BANK |
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By: |
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By: |
/s/ Xxxxxx Xxxxxx Xxxxx |
Name: |
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Name: |
Xxxxxx Xxxxxx Xxxxx |
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Title: |
Senior Vice President |
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ELO LIFE SYSTEMS, INC. |
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By: |
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Name: |
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[Signature Page to First Amendment to Loan and Security Agreement]
Precision Biosciences, Inc. – 1st Amendment to LSA – Execution