Schedule to Credit and Security Agreement, dated January 16, 2024, by and between iBio, Inc. and Loeb Term Solutions LLC

EX-10.2 3 ibio-20240116xex10d2.htm EX-10.2

Exhibit 10.2

SCHEDULE TO CREDIT AND SECURITY AGREEMENT

This Schedule to Credit and Security dated as of January 16, 2024 (the “Schedule”), is part of the Credit and Security Agreement dated as of the same date hereof by and between iBio, Inc., a Delaware corporation (“Borrower”), and Loeb Term Solutions LLC, an Illinois limited liability company (“Lender”), as may be amended or restated from time to time (the “Agreement”).

Recitals

This Schedule is incorporated into and made a part of the Agreement.

This following paragraph numbers correspond to the paragraph numbers in the Agreement.

Agreement

1.Terms and Conditions.

Loan Advances. Provided there is no Default, Borrower may request that Lender make Loan advances to Borrower (each an “Advance” or collectively the “Advances”) provided that the Obligations do not exceed the Borrowing Base (as defined below). Borrower may make one request for an Advance per month, and the request must be made not less than ten (10) days prior to the end of the month for an Advance to be made on the first day of the following month.

Borrowing Base. The “Borrowing Base” is the lesser of (a) eighty percent (80.0%) of the forced liquidation value (the “FLV”) of the Eligible Equipment (defined below) as determined by Lender in its sole reasonable discretion, or (b) the declining monthly dollar amount set forth on attached Exhibit A (the “Borrowing Base Dollar Limitation”). In addition to payments of interest and all unpaid fees set forth in this Schedule, on the first day of each month Borrower shall pay Lender the dollar amount that the outstanding principal amount of the Note exceeds the Borrowing Base. “Eligible Equipment” means equipment that (a) is owned by the Borrower free of any title defect or any lien or interest of any person except the lien in favor of the Lender; (b) is located at locations set forth in this Schedule or as otherwise permitted by the Agreement; (c) in the Lender’s reasonable opinion, is not obsolete, unsalable, damaged or unfit for further use; (d) is appraised by an appraiser satisfactory to the Lender, and all such appraisals shall be in form and substance satisfactory to the Lender; (e) complies with any representation or warranty with respect to equipment contained in the Agreement; and (f) is otherwise acceptable to the Lender in its reasonable discretion.

5.Representations and Covenants Relating to the Collateral.

Permitted Encumbrances. List security interest held by third parties as Permitted Encumbrances: None.

7.Reserves.

Occupancy Reserve. A reserve in the amount of $78,818.10 (the “Occupancy Reserve”) shall be established from the funding of the Note to secure payment of ninety (90) days rent payments as provided in the lease between Borrower and such landlord with respect to such principal place of business. In the event that the Borrower fails to timely pay rent payments on pursuant to such lease, the Lender is authorized to use funds in the Occupancy Reserve to make such payments. The Occupancy Reserve shall at all times constitute additional collateral security for the Loan, and from and after the occurrence of a Default, Lender may, but is not obligated to, apply the Occupancy Reserve to the outstanding indebtedness under the Loan (including, but not limited to, any fees due Lender, principal, interest or any protective advances made by Lender), in its sole and absolute discretion.

9.Inspection; Books, Records and Financial Statements and Reports.

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Schedule to Credit and Security Agreement

Management Prepared Financial Statements: Borrower will deliver to Lender quarterly management prepared financial statements, balance sheets, and profit and loss statements for the quarter then ended, certified to by the president, chief financial officer or manager of Borrower. Such reports will set forth the financial affairs and true condition of Borrower for such time period and will be delivered to Lender no later than forty five (45) days after the end of each quarter.

Projections: Upon request, Borrower shall deliver to Lender within forty five (45) days financial projections including a balance sheet, income statements, and statement of cash flows together with assumptions for the following thirteen (13) weeks/twelve (12) months broken down weekly/monthly.

Tax Returns: Upon request, Borrower will provide Lender with current annual tax returns not later than fifteen (15) days after the filing thereof.

Accounts Receivable and Accounts Payable Agings: Upon request, Borrower will furnish to Lender quarterly accounts receivable aging reports and accounts payable aging reports, certified to by the president, chief financial officer or manager of Borrower, no later than fifteen (15) days after the end of each quarter.

Appraisal and Inspection: The Lender shall have the right to have the Eligible Equipment appraised or inspected on an annual basis. At every appraisal or inspection, the loan balance needs to be at 80% Net FLV or lower and must be paid down at the time of the next scheduled Note payment to stay in formula. If the Loan does not close within forty-five (45) days of the initial inspection, Lender may perform a reinspection of the Collateral at the Borrower’s expense. After the occurrence of a Default, there shall be no limit on the number of appraisals and inspections, and Borrower shall reimburse Lender for costs related to such appraisals or inspections. Prior to the occurrence of a Default, Lender will give Borrower seventy-two (72) hours prior notice and such inspection will only be during normal business hours. Borrower authorizes Lender to debit the amount of the Appraisal Expense (as defined below) from Borrower’s bank account via ACH transfer as more fully set forth in the ACH Authorization Agreement. In addition, at all times Lender shall have the right to verify all Accounts, whether in its name or using a fictitious name.

13.Fees and Expenses.

Loan Fee. At closing of the Loan, Borrower will pay Lender a loan fee in an amount equal to four percent (4%) of the stated principal amount of the Note, which will be fully earned as of such date and not refundable.

Appraisal Expense. Borrower shall pay Lender $7,500 per appraisal or inspection performed by or for the benefit of Lender (the “Appraisal Expenses”).

Late Charges. Borrower shall pay to Lender a late charge for each, and every payment not received by Lender on its due date of $500.00. In the event Borrower has been late in making payments under the Note on more than three (3) separate occasions, from that point forward Borrower shall pay Lender a late charge of $750.00 for each and every payment not received by Lender. Such late charges shall be to cover the additional costs in connection with handling of late payments. The imposition of a late charge shall not affect the rights of Lender to declare a Default, to impose a default interest rate under the Note or to impose the Monitoring Fees and shall not be a waiver of any of Lender’s rights and remedies under the Loan Documents or applicable law.

Monitoring Fees. In the event that Borrower has been late in making payments under the Note on more than three (3) separate occasions:

There shall be no limit on the number of appraisals or inspections to be performed by or for the benefit of Lender, and no limit to the actual Appraisal Expenses incurred by Lender; and

Borrower shall pay Lender a $10,000.00 monitoring fee to be paid on the earlier of the Maturity Date of the Note or the earlier repayment (including prepayment or acceleration) of the Note.

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Amortization and Prepayment Fee. The Note has a four (4) year amortization with a two (2) year balloon (the “Term”). In the event of repayment in full of the indebtedness under the Note or any repayment of five percent (5.0%) or more of the outstanding indebtedness under this Note during any thirty (30) day period prior to the expiration of the Term, Borrower shall pay to Lender, as an early prepayment fee as liquidated damages and not as a penalty, an amount equal to four percent (4%) of the stated principal amount of the Note being prepaid (the “Prepayment Fee”), provided that after the passage of twelve (12) months from the date of the Loan, and provided that all payments under the Loan have been made timely up to that point in time, the Prepayment Fee shall be an amount equal to three percent (3%) of the stated principal amount of the Note being prepaid. In the event that payment of the Note shall be accelerated for any reason whatsoever by the Lender, the full Prepayment Fee shall be added to the outstanding balance of the Note in determining the debt for the purposes of any judgment under the Note, or the amount of Obligations secured by the Collateral.

21.Miscellaneous.

THE PARTIES HERETO AGREE THAT THE AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY BE SIGNED AND/OR TRANSMITTED BY FACSIMILE, E-MAIL OF A PDF DOCUMENT OR USING ELECTRONIC SIGNATURE TECHNOLOGY (E.G., VIA DOCUSIGN OR SIMILAR ELECTRONIC SIGNATURE TECHNOLOGY), AND THAT SUCH SIGNED ELECTRONIC RECORD SHALL BE VALID AND AS EFFECTIVE TO BIND THE PARTY SO SIGNING AS A PAPER COPY BEARING SUCH PARTY’S HAND-WRITTEN SIGNATURE. THE PARTIES FURTHER CONSENT AND AGREE THAT (a) TO THE EXTENT A PARTY SIGNS THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS USING ELECTRONIC SIGNATURE TECHNOLOGY, BY CLICKING “SIGN”, SUCH PARTY IS SIGNING THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS ELECTRONICALLY, AND (b) THE ELECTRONIC SIGNATURES APPEARING ON THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TREATED, FOR PURPOSES OF VALIDITY, ENFORCEABILITY AND ADMISSIBILITY, THE SAME AS HAND-WRITTEN SIGNATURES.

23.Notices. Addresses for Notices:

If to Borrower, then to:		If to Lender, then to:
Company:	iBio, Inc.	Company:	Loeb Term Solutions LLC
Attention:	Felipe Duran	Attention:	Howard Newman
Address:	11750 Sorrento Valley Rd	Address:	8609 W. Bryn Mawr,
	Suite 200		Suite 208
	San Diego, CA 92121		Chicago, IL 60631

Office Phone:		Office Phone:	773 ###-###-####
Cell Phone:		Cell Phone:
Email:	*@*	Email:	*@*

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Schedule to Credit and Security Agreement

25.

JURISDICTION AND VENUE.

The “Chosen Forum” is any courts, whether federal, state or local, situated in the County of Cook, State of Illinois.

IN WITNESS WHEREOF, the parties have caused this Schedule to be executed as of the date first written above.


Borrower: iBio, Inc.

Signature:	/s/ Felipe Duran

Name:	Felipe Duran

Title:	Chief Financial Officer

Date:	January 16, 2024



Lender: LOEB Term Solutions LLC

Signature:	/s/ Howard Newman

Name:	Howard Newman

Title:	Manager

Date:	January 16, 2024