ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender that Borrower's current name and organizational status is as follows: Name: Type of organization: State of organization: [ ] Organization file number: Borrower hereby represents and warrants to Lender that ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ and postal codes of its current locations are as follows: $[ ],000,000 Advance Date: , 20XX Maturity Date: MONTH DAY, YEAR FOR VALUE RECEIVED, INSERT BORROWER LEGAL NAME●, a [Delaware corporation] (the "Borrower") hereby promises to pay to the order of INSERT LENDER LEGAL NAME●, a INSERT LENDER ENTITY TYPE● or the holder of this Note (the "Lender") at INSERT ADDRESS FOR PAYMENT● or such other place of payment as the holder of this Secured Term Promissory Note (this "Promissory Note") may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate per annum equal to the sum of (1) the prime rate as reported in the Wall Street Journal, and if not reported, then the prime rate next reported in the Wall Street Journal, and (2) ●%, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. The Term Loan Interest Rate will float and change on the day the Prime Rate changes from time to time. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated as of MONTH● DAY●, YEAR●, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "Loan Agreement"), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of ●. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of ●, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: By: Title:
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement
ATTACHMENT TO ADVANCE REQUEST. Dated: ___________________ Borrower hereby represents and warrants to Lender that Borrower's current name and organizational status is as follows: Name: QuatRx Pharmaceuticals Company Type of organization: Corporation State of organization: [ ] Delaware Organization file number: ______________________________ Borrower hereby represents and warrants to Lender that the street addresses, cities, states and postal codes of its current ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, : ▇▇▇▇▇▇, ▇▇▇▇▇▇ ef Executive Office and postal codes Principal Place of its current locations are as followsBusiness: _________________________ _________________________ Locations of Collateral: _________________________ _________________________ _________________________ EXHIBIT B SECURED PROMISSORY NOTE $[ ],000,000 18,000,000 Advance Date: January 26, 20XX 2006 Maturity Date: MONTH DAYJanuary 26, YEAR 2010 FOR VALUE RECEIVED, INSERT BORROWER LEGAL NAME●QUATRX PHARMACEUTICALS COMPANY, a [Delaware corporation] , for itself and each of its Subsidiaries (the "Borrower") hereby promises to pay to the order of INSERT LENDER LEGAL NAME●Hercules Technology Growth Capital, Inc., a INSERT LENDER ENTITY TYPE● Maryland corporation or the holder of this Note (the "Lender") at INSERT ADDRESS FOR PAYMENT● 525 University Avenue, Suite 700, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇sory Note (this "Promissory Note") may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Eighteen Million Dollars ($[ ],000,00018,000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate per annum equal to the sum of (1) the prime rate as reported in the Wall Street Journal, and if not reported, then the prime rate next reported in the Wall Street Journal, and plus three percentage points (23.00%) ●%, per annum based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. The Term Loan Interest Rate will float and change on the day the Prime Rate changes from time to time. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated as of MONTH● DAY●January 26, YEAR●2006, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "Loan Agreement"), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Reference to the Loan Agreement shall not affect or impair the absolute and unconditional obligation of the Borrowers to pay all principal and interest and premium, if any, under this Promissory Note upon demand or as otherwise provided herein Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of ●California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of ●California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: QUATRX PHARMACEUTICALS COMPANY By: ------------------------------------ Title:: ---------------------------------
Appears in 2 contracts
Sources: Loan and Security Agreement (Quatrx Pharmaceuticals Co), Loan and Security Agreement (Quatrx Pharmaceuticals Co)
ATTACHMENT TO ADVANCE REQUEST. Dated: December __, 2010 Borrower hereby represents and warrants to Lender that Borrower's ’s current name and organizational status is as follows: Name: BrightSource Energy, Inc. Type of organization: Corporation State of organization: [ ] Organization file number: Delaware Borrower hereby represents and warrants to Lender that ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ and postal codes of its current locations are as follows: EXHIBIT B-1 SECURED TERM LOAN A PROMISSORY NOTE $[ ],000,000 11,250,000 Advance Date: December __, 20XX 2010 Maturity Date: MONTH DAY_____ ___, YEAR 20[ ] FOR VALUE RECEIVED, INSERT BORROWER LEGAL NAME●BRIGHTSOURCE ENERGY, INC., a [Delaware corporation] , for itself and each of its Subsidiaries (the "“Borrower"”) hereby promises to pay to the order of INSERT LENDER LEGAL NAME●Hercules Technology Growth Capital, Inc., a INSERT LENDER ENTITY TYPE● Maryland corporation, or the holder of this Note (the "“Lender"”) at INSERT ADDRESS FOR PAYMENT● ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this "“Promissory Note"”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Eleven Million Two Hundred Fifty Thousand Dollars ($[ ],000,00011,250,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate per annum equal to the sum of (1) the prime rate as reported set forth in the Wall Street Journal, and if not reported, then the prime rate next reported in the Wall Street Journal, and (2) ●%, based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. The Term Loan Interest Rate will float and change on the day the Prime Rate changes from time to timeAgreement as defined below. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Guaranty Agreement dated as of MONTH● DAY●December 28, YEAR●2010, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "“Loan Agreement"”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to the Loan Documents and the exercise of any right or remedy by the Collateral Agent under the Loan Documents are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Promissory Note, the terms of the Intercreditor Agreement shall govern and control. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of ●California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of ●California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: BRIGHTSOURCE ENERGY, INC. By: Name: Title:: EXHIBIT B-2 SECURED TERM LOAN B PROMISSORY NOTE $13,750,000 Advance Date: December __, 2010 Maturity Date: _____ ___, 20[ ] FOR VALUE RECEIVED, BRIGHTSOURCE ENERGY, INC., a Delaware corporation, for itself and each of its Subsidiaries (the “Borrower”) hereby promises to pay to the order of Hercules Technology II, L.P., a Delaware limited partnership or the holder of this Note (“Lender”) at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Thirteen Million Seven Hundred Fifty Thousand Dollars ($13,750,000) or such other principal amount as Lender has advanced to Borrower, together with interest as set forth in the Loan Agreement as defined below. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Guaranty Agreement dated December 28, 2010, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to the Loan Documents and the exercise of any right or remedy by the Collateral Agent under the Loan Documents are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Promissory Note, the terms of the Intercreditor Agreement shall govern and control. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: BRIGHTSOURCE ENERGY, INC. By: Name: Title: EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER
Appears in 1 contract
Sources: Loan and Guaranty Agreement
ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender Agent that Borrower's each Loan Party’s current name and organizational status is as follows: Name: [ ● ] Type of organization: [ ● ] State of organization: [ ● ] Organization file number: Borrower [ ● ] Company hereby represents and warrants to Lender Agent that ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ and postal codes of its each Loan Party’s current locations are as follows: Addresses with books and records: Addresses where a Loan Party owns, leases, or occupies real property or maintains equipment, inventory, or other property at such address: $[ ],000,000 [___________] Advance Date: ___ __, 20XX Maturity Date: MONTH DAY, YEAR 20[ ] FOR VALUE RECEIVED, INSERT BORROWER LEGAL NAME●Mesoblast UK Limited, a [Delaware corporation] company incorporated in England and Wales, Mesoblast, Inc., a Delaware, Mesoblast International (UK) Limited, a company incorporated in England and Wales, and Mesoblast International Sàrl, a company formed under the "Borrower"laws of Switzerland, for themselves and each of their Subsidiaries that has delivered a Joinder Agreement pursuant to Section 7.13 (collectively, the “Borrowers”) hereby promises promise to pay to the order of INSERT LENDER LEGAL NAME●Hercules Capital, Inc., a INSERT LENDER ENTITY TYPE● or the holder of this Note Maryland corporation (the "“Lender"”) at INSERT ADDRESS FOR PAYMENT● ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this "“Promissory Note"”) may specify from time to time in writing, in lawful money of the United States of AmericaStates, the principal amount of [ [____________] Million Dollars ($[ [__________],000,000) or such other principal amount as Lender has advanced to Borrowerthe Borrowers, together with interest at a floating rate per annum equal to the sum of (1) the prime rate as reported set forth in Section 2.2(c) of the Wall Street Journal, and if not reported, then the prime rate next reported in the Wall Street Journal, and (2) ●%, Loan Agreement based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. The Term Loan Interest Rate will float and change on the day the Prime Rate changes from time to time. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated as of MONTH● DAY●March 6, YEAR●2018, by and between Borrower among the Borrowers, the Guarantors, Hercules Capital, Inc., a Maryland corporation (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "“Loan Agreement"”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Each Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Each Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of ●California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of ●California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWERS: By: Title:[SIG BLOCKS TO BE INSERTED] EXHIBIT F
Appears in 1 contract
ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender Agent that Borrower's ’s current name and organizational status is as follows: Name: Agile Therapeutics, Inc. Type of organization: Corporation State of organization: [ ] Delaware Organization file number: Borrower hereby represents and warrants to Lender Agent that ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ and postal codes of its current locations are as follows: $[ ],000,000 Advance Date: , 20XX Maturity Date: MONTH DAY, YEAR 20[ ] FOR VALUE RECEIVED, INSERT BORROWER LEGAL NAME●Agile Therapeutics, Inc., a [Delaware corporation] corporation (the "“Borrower"”) hereby promises to pay to the order of INSERT LENDER LEGAL NAME●Hercules Technology Growth Capital, Inc., a INSERT LENDER ENTITY TYPE● Maryland corporation or the holder of this Note (the "“Lender"”) at INSERT ADDRESS FOR PAYMENT● ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this "“Promissory Note"”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate per annum equal to the greater of either (a) nine percent (9.0%), or (b) the sum of (1i) nine percent (9.0%), plus (ii) the prime rate as reported in the Wall Street JournalPrime Rate minus four and one quarter of one percent (4.25%), and if not reported, then the prime rate next reported in the Wall Street Journal, and (2) ●%, per annum based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. The Term Loan Interest Rate will float and change on the day the Prime Rate changes from time to time. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated as of MONTH● DAY●February 24, YEAR●2015, by and between Borrower among Borrower, Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "“Loan Agreement"”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All payments shall be made in accordance with the Loan Agreement, including the right of Borrower to pay a portion of the amounts due and owing under this Promissory Note in shares of Common Stock in accordance with, and subject to the limitations set forth in, Section 2.1(e) of the Loan Agreement (including the requirement that any shares of Common Stock issuable by Borrower upon conversion of this Note are subject to an effective resale registration statement or are eligible for resale to the public pursuant to Rule 144 without any limitation). All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of ●New York. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of ●New York, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERON BEHALF OF ITS SUBSIDIARIES: AGILE THERAPEUTICS, INC. By: Title:
Appears in 1 contract
Sources: Loan and Security Agreement (Agile Therapeutics Inc)
ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender Agent that Borrower's ’s current name and organizational status is as follows: Name: Constellation Pharmaceuticals, Inc. Type of organization: Corporation State of organization: [ ] Delaware Organization file number: 4488983 Borrower hereby represents and warrants to Lender Agent that its current chief executive office is as follows: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ [THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION SECTION 1.1275-3, FOR INFORMATION REGARDING THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE, AND YIELD TO MATURITY, PLEASE CONTACT ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, CHIEF LEGAL OFFICE & GENERAL COUNSEL, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ and postal codes of its current locations are as follows: 02142.] $[ ],000,000 Advance Date: , 20XX 20[ ] Maturity Date: MONTH DAY, YEAR 20[ ] FOR VALUE RECEIVED, INSERT BORROWER LEGAL NAME●Constellation Pharmaceuticals, Inc., a [Delaware corporation] corporation (the "“Borrower"”) hereby promises to pay to the order of INSERT LENDER LEGAL NAME●Hercules Capital, Inc., a INSERT LENDER ENTITY TYPE● Maryland corporation or the holder of this Note its registered assigns (the "“Lender"”) at INSERT ADDRESS FOR PAYMENT● ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this "Promissory Note") Lender may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate per annum equal to the sum of (1) the prime rate as reported set forth in Section 2.2(c) of the Wall Street Journal, and if not reported, then the prime rate next reported in the Wall Street Journal, and (2) ●%, Loan Agreement based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. The This Secured Term Loan Interest Rate will float and change on the day the Prime Rate changes from time to time. This Promissory Note (this “Promissory Note”) is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated as of MONTH● DAY●March 20, YEAR●2019, by and between Borrower among Borrower, Hercules Capital, Inc., a Maryland corporation (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "“Loan Agreement"”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of ●New York. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of ●New York, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: ByCONSTELLATION PHARMACEUTICALS, INC. SIGNATURE: TitleTITLE: PRINT NAME:
Appears in 1 contract
Sources: Loan and Security Agreement (Constellation Pharmaceuticals Inc)
ATTACHMENT TO ADVANCE REQUEST. Dated: ________________ Borrower hereby represents and warrants to Lender that Borrower's current name and organizational status is as follows: Name: OMRIX BIOPHARMACEUTICALS, INC. Type of organization: corporation State of organization: [ ] Delaware Organization file number: 2985349 Borrower hereby represents and warrants to Lender that the street addresses, cities, states and postal codes of its current ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇▇ecutive Office: _____________________________________ _____________________________________ Principal Place of Business: _____________________________________ _____________________________________ _____________________________________ Locations of Collateral: _____________________________________ EXHIBIT B PROMISSORY NOTE $5,000,000.00 Advance Date: _______________ Maturity Date: March 31, 2008 FOR VALUE RECEIVED, Omrix Biopharmaceuticals, Inc. a Delaware corporation (the "Borrower") hereby promises to pay to the order of Hercules Technology Growth Capital, Inc., a Maryland corporation or the holder of this Note (the "Lender") at 525 University Avenue, Suite 700, Palo Alto, CA. 94301 or such other ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ and postal codes of its current locations are as follows: $[ ],000,000 Advance Date: , 20XX Maturity Date: MONTH DAY, YEAR FOR VALUE RECEIVED, INSERT BORROWER LEGAL NAME●, a [Delaware corporation] (the "Borrower") hereby promises to pay to the order of INSERT LENDER LEGAL NAME●, a INSERT LENDER ENTITY TYPE● or the holder of this Note (the "Lender") at INSERT ADDRESS FOR PAYMENT● or such other place of payment as the holder of this Secured Term Promissory ory Note (this "Promissory Note") may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] of___________________ Million 00/100 Dollars ($[ ],000,000__________________) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate eleven and 45/100 percent (11.45%) per annum equal to the sum of (1) the prime rate as reported in the Wall Street Journal, and if not reported, then the prime rate next reported in the Wall Street Journal, and (2) ●%, based upon a year consisting of 360 daystwelve (12) months of thirty (30) days each. Each monthly installment shall be due and payable in monthly installments of accrued interest only on the first day of the month after the date of the Advance (the "Interest Only Payment Dates") through October 1, 2005 (the "Interest Only Payment Dates"), followed by equal monthly installments of principal and interested computed on the basis of a thirty (30) month amortization schedule, through March 1, 2008, followed by a final payment (the "Maturity Date Payment") consisting of interest and the balance of the entire unpaid principal outstanding as of the Maturity Date. Each such monthly installment, including the Maturity Date Payment, shall be due and payable on the first calendar day of each month (each, a "Payment Date"), with interest computed daily based the Maturity Date Payment being due and payable on April 1, 2008. If any payment for an Advance shall be payable on a day other than a business day, then such payment shall be due and payable on the actual number of days next succeeding business day. Each Advance shall be repaid in each month. The Term Loan Interest Rate will float and change full, together with all interest accrued thereon, on the day Maturity Date for said Advance, whether or not the Prime Rate changes from time to timeAdvance is evidenced by a Note. Amounts repaid on any Loan shall not be reborrowed. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Senior Loan and Security Agreement dated as of MONTH● DAY●March 31, YEAR●2005, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "Loan Agreement"), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. In case of a conflict between the terms of this Note and the terms of the Loan Agreement, the Loan Agreement will prevail. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of ●California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of ●California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWEROMRIX BIOPHARMACEUTICALS, INC. Signature: By----------------------------- Print Name: ---------------------------- Title:: --------------------------------- EXHIBIT C DISCLOSURE SCHEDULE This Borrower's Disclosure Schedule is furnished by Borrower to Lender pursuant to the Senior Loan And Security Agreement, dated as of March 31, 2005 by and among Borrower and Lender (the "AGREEMENT"). The representations and warranties made by the Borrower in the Agreement are qualified by and subject to the exceptions identified in the information set forth in this Disclosure Schedule and shall not be deemed to expand in any way the scope or effect of any of such representations and warranties. The disclosure of any item or information in this Disclosure Schedule shall not be construed as an admission that such item or information is material to the Borrower or any Subsidiary thereof, and any inclusion in this Disclosure Schedule shall expressly not be deemed to constitute an admission, or otherwise imply, that any such item or information is material or creates measures for materiality for the purposes of the Agreement. The items and information reflected in this Disclosure Schedule are not necessarily limited to matters required by the Agreement to be reflected. Each matter disclosed is arranged in paragraph by reference to the number and letter of the sections, and if applicable, subsection of Article 5 of the Agreement to which it relates, and each of the disclosures shall be deemed to be incorporated by reference into the representations and warranties made in Article 5 of the Agreement. Any information disclosed under any section, subsection, paragraph and clause of this Disclosure Schedule shall be deemed disclosed and incorporated into any other section, subsection, paragraph and clause hereof where it is reasonably apparent that such disclosure, without reference to extrinsic documentation, is relevant to such other section, subsection, paragraph or clause. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.
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Sources: Senior Loan and Security Agreement (Omrix Biopharmaceuticals, Inc.)
ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender Agent that Borrower's each Loan Party’s current name and organizational status is as follows: Name: [ ● ] Type of organization: [ ● ] State of organization: [ ● ] Organization file number: Borrower [ ● ] [Please insert duplicate blocks for each Loan Party.] Company hereby represents and warrants to Lender Agent that ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ and postal codes of its each Loan Party’s current locations are as follows: Addresses with books and records: Addresses where a Loan Party owns, leases, or occupies real property or maintains equipment, inventory, or other property at such address: $[ ],000,000 [___________] Advance Date: ___ __, 20XX 20[ ] Maturity Date: MONTH DAY_____ ___, YEAR 20[ ] FOR VALUE RECEIVED, INSERT BORROWER LEGAL NAME●Mesoblast, Inc., a [Delaware corporation] corporation (the "“Borrower"”) hereby promises to pay to the order of INSERT LENDER LEGAL NAME●[NovaQuest Pharma Opportunities Fund V, a INSERT LENDER ENTITY TYPE● or the holder of this Note L.P.][NovaQuest Pharma Opportunities Fund V (Delaware), L.P] and its registered assigns (the "“Lender"”) at INSERT ADDRESS FOR PAYMENT● ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other place of payment as the holder of this Secured Term Promissory Note (this "“Promissory Note"”) may specify from time to time in writing, in lawful money of the United States of AmericaStates, the principal amount of [ [____________] Million Dollars ($[ [__________],000,000) or such other principal amount as Lender has advanced to the Borrower, together with interest at a floating rate per annum equal to the sum of (1) the prime rate as reported set forth in Section 2.2(d) of the Wall Street Journal, and if not reported, then the prime rate next reported in the Wall Street Journal, and (2) ●%, Loan Agreement based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. The Term Loan Interest Rate will float and change on the day the Prime Rate changes from time to time. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated as of MONTH● DAY●June 29, YEAR●2018, by and between Borrower among the Borrower, the Guarantors, NQP SPV II, L.P. (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "“Loan Agreement"”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. The Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. The Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of ●New York. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of ●New York, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: By: Title:[SIG BLOCK TO BE INSERTED]
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