First Amendment to Venture Loan and Security Agreement by and among Ceribell, Inc., Silicon Valley Bank, Horizon Funding Trust 2022-1, Horizon Funding I, LLC, and Horizon Technology Finance Corporation

FIRST amendment TO
VENTURE LOAN AND SECURITY AGREEMENT
 

This FIRST AMENDMENT TO VENTURE LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of February 14, 2025 is entered into by and among CERIBELL, INC., a Delaware corporation (“Borrower”), SILICON VALLEY BANK, A DIVISION OF FIRST-CITIZENS BANK & TRUST COMPANY (“SVB”) as lender, HORIZON FUNDING TRUST 2022-1 (“Horizon Trust”), as assignee of HORIZON TECHNOLOGY FINANCE CORPORATION (“Horizon”) as lender, HORIZON FUNDING I, LLC (“HFI”), as an assignee of Horizon as lender, and Horizon, as lender and collateral agent (together with SVB, Horizon Trust and HFI, collectively, “Lenders” and, individually, each a “Lender”, and in its capacity as collateral agent, “Collateral Agent”).

RECITALS

agreement

NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower and Lenders hereby agree as follows:

(a) At and as of the date of this Agreement and both prior to and after giving effect to this Agreement, each of the representations and warranties contained in the Loan Agreement is true and correct in all material respects (except with respect to any such representation or warranty which is already qualified by a materiality qualifier, in which case such representation or warranty shall be true and correct in all respects, and where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct as of such earlier date). Borrower understands and agrees that in modifying the existing Obligations, Lenders and Collateral Agent are relying upon Borrower’s representations, warranties, and agreements, as set forth in the Loan Documents.

(b) Borrower has all necessary power and authority to execute, deliver, and perform in accordance with the terms thereof, each of this Agreement and the Loan Agreement, as amended by this Agreement. Borrower has all requisite power and authority to own and operate its Property and to carry on its businesses as now conducted.

(c) The organizational documents of Borrower delivered to Collateral Agent and each Lender on the Closing Date have been amended, supplemented or restated as reflected in the attached Exhibits A and B (Amended and Restated Bylaws and Amended and Restated Certificate of Incorporation), which are and continue to be in full force and effect. All other organizational documents of Borrower delivered to Collateral Agent and each Lender on the Closing Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect.

(d) The execution and delivery by Borrower of this Agreement and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Agreement, have been duly authorized by all necessary action on the part of Borrower.

(e) The execution and delivery by Borrower of this Agreement and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Agreement, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower.

(f) The execution and delivery by Borrower of this Agreement and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Agreement, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made.

(g) This Agreement has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

(a) FOR GOOD AND VALUABLE CONSIDERATION, Borrower hereby forever relieves, releases, and discharges Collateral Agent, Lenders and their present or former employees, officers, directors, agents, representatives, attorneys, and each of them, from any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs and expenses, actions and causes of action, of every type, kind, nature, description or character whatsoever, whether known or unknown, suspected or unsuspected, absolute or contingent, arising out of or in any manner whatsoever connected with or related to facts, circumstances, issues, controversies or claims existing or arising from the beginning of time through and including the date of execution of this Agreement (collectively “Released Claims”). Without limiting the foregoing, the Released Claims shall include any and all liabilities or claims arising out of or in any manner whatsoever connected with or related to the Loan Documents, the Recitals hereto, any instruments, agreements or documents executed in connection with any of the foregoing or the origination, negotiation, administration, servicing and/or enforcement of any of the foregoing.

(b) By entering into this release, Borrower recognizes that no facts or representations are ever absolutely certain and it may hereafter discover facts in addition to or different from those which it presently knows or believes to be true, but that it is the intention of Borrower hereby to fully, finally and forever settle and release all matters,

disputes and differences, known or unknown, suspected or unsuspected; accordingly, if Borrower should subsequently discover that any fact that it relied upon in entering into this release was untrue, or that any understanding of the facts was incorrect, Borrower shall not be entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Borrower acknowledges that it is not relying upon and has not relied upon any representation or statement made by Collateral Agent or any Lender with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights.

(c) This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Borrower acknowledges that the release contained herein constitutes a material inducement to Collateral Agent and each Lender to enter into this Agreement, and that none of Collateral Agent nor any Lender would not have done so but for such Person’s expectation that such release is valid and enforceable in all events.

(d) Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against Collateral Agent or any Lender with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against Collateral Agent or any Lender, whether known or unknown, at law or in equity, all of them are hereby expressly WAIVED and Borrower hereby RELEASES Collateral Agent or such Lender from any liability thereunder.

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IN WITNESS WHEREOF, Collateral Agent, Borrower and Lenders have caused this Agreement to be executed as of the day and year first above written.

EXHIBIT A

AMENDED AND RESTATED BYLAWS

(Omitted)

EXHIBIT B

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

(Omitted)