Reporting Covenants Required Complies. Monthly Compliance Statement Monthly within 30 days Yes No Quarterly financial statements Quarterly within 30 days Yes No Annual financial statements (CPA Audited) FYE within 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Board approved projections FYE within 60 days Yes No
Reporting Covenants Required Complies. Monthly Financial Statements and a Compliance Certificate (Section 6.01(a)) Within 30 days after the end of each month Yes No Quarterly Financial Statements and a Compliance Certificate (Section 6.01(b)) Within 30 days after the end of each fiscal quarter Yes No Annual financial statements (CPA audited) (Section 6.01(c)) Annually, within 90 days after the end of each fiscal year Yes No Board approved operating plan and financial projections and for the next fiscal year (Section 6.01(d)) 30 days prior to the start of each fiscal year Yes No 409(A) valuation reports (Section 6.01(e)) Within 30 days after completion Yes No All board packages delivered to board of directors (Section 6.02(a)) When delivered to board Yes No Detailed capitalization table by round and investor (Section 6.02(b)) Quarterly Yes No Description Applicable Legal action > $100,000 (Section 6.02(c)) Notify promptly Yes No Default, Event of Default, Event of Loss or Material Adverse Effect (Section 6.02(d)) Notify promptly Yes No Formation of any Subsidiary (Section 6.02(e)) Notify promptly Yes No Negative Covenants Required Actual Complies Permitted Transfers general basket (Section 7.02(iv)) <$100,000 $ Yes No Permitted distributions for stock repurchases (Section 7.04(ii)(2)) <$100,000 $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (revolv advances) (Section 7.05) <$30,000,000 (Advances and Bank Services) $ Yes No <$2,000,000 (Bank Services) $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (equipment loans) (Section 7.05) <$1,400,000 (decreases as principal repaid) $ Yes No Permitted Indebtedness for equipment leases (Section 7.05) <$100,000 $ Yes No Permitted Indebtedness general basket (Section 7.05) <$100,000 $ Yes No Permitted Investments for employee loans (Section 7.06) <$50,000 $ Yes No Permitted Investments to Subsidiaries (Section 7.06) <$500,000 / month $ Yes No Permitted Investments general basket (Section 7.06) <$100,000 $ Yes No IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate on , 20 . ADAPTIVE INSIGHTS, INC. By: Name: Title: EXHIBIT E INCUMBENCY CERTIFICATE The undersigned, , hereby certifies that:
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: $____________...
Reporting Covenants Required Complies. Quarterly financial statements with Compliance Statement and UBS Account Statements Quarterly within 45 days (90 days for the fourth quarter of each fiscal year) Yes No UBS Account Statements Quarterly within 30 days (monthly within 30 days after the funding of the Second Tranche) 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 No later than 45 days after FYE and as amended/updated Yes No The following are the exceptions with respect to the statements above: (If no exceptions exist, state “No exceptions to note.”) EXHIBIT B LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Singular Genomics Systems, Inc. Date: LOAN PAYMENT: From Account # To Account # (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Print Name/Title: Phone Number: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # (Loan Account #) (Deposit Account #) Amount of Term Loan Advance $ All Borrower’s representations and warranties in the Amended and Restated 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 and correct in all material respects as of such date: Authorized Signature: Print Name/Title: Phone Number: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name: 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...
Reporting Covenants Required Complies. Monthly financial statements and Compliance Certificate Monthly, within 30 days Yes No A/R and A/P Aging Reports Together with monthly financial statements (upon request) Yes No Quarterly financial statements Quarterly, within 45 days (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Annual Projections Annually, within 30 days of fiscal year end or within 5 Business Days of any Board approval of a material update thereto Yes No Annual audited financial statements and any management letters Annually, within 90 days of fiscal year end (deemed delivered by posting/linking related SEC filing to/on Borrower Representative’s website) Yes No Statements, reports and notices to Subordinated Debt holders Within 5 Business Days of delivery Yes No SEC filings Within 5 Business Days after filing with SEC (deemed delivered by posting to/linking on Borrower Representative’s website) Yes No Legal action notices and updates (claims over $500,000) Promptly Yes No IP report At the end of each calendar quarter Yes No Bank account statements (with transaction detail) Together with monthly financial statements (upon request) or when received Yes No Product related material correspondence, reports, documents and other filings Within 5 Business Days after receipt Yes No 205707600 v10
Reporting Covenants Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statements (CPA Audited) Earlier of 120 days of FYE, or 10-K filing date Yes No Quarterly financial statements Earlier of 90 days of FQE, or 10-Q filing date Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No Deferred Revenue Report Monthly within 30 days Yes No Detailed Debtor Listing Monthly within 30 days Yes No Borrowing Base Reports If Streamline Period in effect, monthly within 7 days; if Streamline Period not in effect, Friday of each week Yes No Board approved projections Within later of 60 days of Board approval or FYE, and as within 10 days of any amendment/update Yes No The following Intellectual Property was registered after the Effective Date or after the last delivery date of a Compliance Certificate (if no registrations, state “None”)____________________________________________________________________________
Reporting Covenants Required Complies. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statements (CPA Audited) FYE within 150 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Inventory reports Monthly within 30 days Yes No Borrowing Base Reports Monthly within 30 days Yes No Board approved projections FYE within 30 days and as amended/updated Yes No Financial Covenant Required Actual Complies Achieve as indicated: Minimum Revenue $* $ Yes No * as set forth in Section 6.9(b) The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) XXXXXX MEDICAL CONCEPTS, INC. BANK USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No
Reporting Covenants Required Complies. Monthly financial statements with Compliance Statement Monthly within 30 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 A/R & A/P Agings, along with reconciliations, detailed debtor report, and general ledger Monthly within 30 days Yes No Borrowing Base Statements Monthly within 7 days Yes No Board approved projections FYE within 60 days and as amended/updated Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) ____________________________________________________________________________
Reporting Covenants Required Complies. Company Prepared Monthly F/S Monthly, within 30 days YES NO Compliance Certificate Monthly, within 30 days YES NO CPA Audited, Unqualified F/S Annually, within 180 days after FYE YES NO Borrowing Base Cert., A/R & A/P Agings Monthly, within 30 days YES NO Annual Business Plan (incl. operating budget) Annually, within 60 days after FYE YES NO Audit Semi-annual YES NO If Public: 10-Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K Annually, within 5 days of SEC filing (95 days) YES NO Total amount of Borrower's cash and Amount: $ YES NO investments Total amount of Borrower's cash and Amount: $ YES NO investments maintained with Bank Total amount of deposits in Excluded Deposit Accounts Amount: $ YES NO
Reporting Covenants Required Complies. Company Prepared Monthly F/S Monthly, within 30 days YES NO Compliance Certificate Monthly, within 30 days YES NO CPA Audited, Unqualified F/S (provided, however, notwithstanding the foregoing, such financial statements may include a going-concern comment or qualification with respect to Borrower’s liquidity for (x) Borrower’s 2017 and 2018 fiscal years, and (y) if otherwise permitted by Bank via email confirmation in its reasonable discretion) Annually, within 150 days of FYE YES NO Annual Business Plan (incl. operating budget) Earlier of (i) 30 days after FYE or (ii) 7 days of approval from BOD YES NO Audit Annual YES NO If Public: YES NO 10-Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K Annually, within 5 days of SEC filing (95 days) YES NO Total amount of Borrower’s cash and investments Amount: $ ____________________ YES NO Total amount of Borrower’s cash and investments maintained with Bank Amount: $ ____________________ YES NO
