Equipment Lease Schedule No. 004 between General Electric Capital Corporation and Virologic, Inc. (April 13, 2001)
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This agreement is an equipment lease schedule between General Electric Capital Corporation (the lessor) and Virologic, Inc. (the lessee), executed under a master lease agreement. It outlines the terms for leasing specific equipment, including payment amounts, interest rate, lease duration (36 months), and responsibilities for property taxes. Virologic, Inc. agrees to pay monthly rent, maintain the equipment, and comply with tax obligations. The agreement also details procedures for loss, termination, and authorizes the lessor to file financing statements. The lease is effective upon signature by both parties.
EX-10.1 4 f74706ex10-1.txt EXHIBIT 10.1 1 EXHIBIT 10.1 EQUIPMENT SCHEDULE (Quasi Lease - Fixed Rate) SCHEDULE NO. 004 DATED THIS 4/13/01 TO MASTER LEASE AGREEMENT DATED AS OF AUGUST 14, 2000 LESSOR & MAILING ADDRESS: LESSEE & MAILING ADDRESS: GENERAL ELECTRIC CAPITAL CORPORATION VIROLOGIC, INC. 401 MERRITT 7 2ND FLOOR 270 EAST GRAND AVENUE NORWALK, CT 06856 SOUTH SAN FRANCISCO, CA 94080- This Schedule is executed pursuant to, and incorporates by reference the terms and conditions of, and capitalized terms not defined herein shall have the meanings assigned to them in, the Master Lease Agreement identified above ("AGREEMENT", said Agreement and this Schedule being collectively referred to as "LEASE"). This Schedule, incorporating by reference the Agreement, constitutes a separate instrument of lease. A. EQUIPMENT: Subject to the terms and conditions of the Lease, Lessor agrees to lease to Lessee the Equipment described below (the "EQUIPMENT"). 4/13/01 - -------------------- NUMBER CAPITALIZED OF UNITS LESSOR'S COST MANUFACTURER SERIAL NUMBERS - -------------------------------------------------------------------------------- YEAR/MODEL AND TYPE OF EQUIPMENT - -------------------------------------------------- SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF. Equipment immediately listed above is located at: 345 Oyster Point, South San Francisco, San Mateo County, CA 94080 270 E. Grand, South San Francisco, San Mateo County, CA 94080 B. FINANCIAL TERMS
11. First Termination Date: THIRTY-SIX (36) months after the Basic Term Commencement Date. 12. Interim Rent: For the period from and including the Lease Commencement Date to the Basic Term Commencement Date ("INTERIM PERIOD"), Lessee shall pay as rent ("INTERIM RENT") for each unit of Equipment, the product of the Daily Lease Rate Factor times the Capitalized Lessor's Cost of such unit times the number of days in the Interim Period. Interim Rent shall be due on NOT APPLICABLE. 13. Basic Term Rent. Commencing on 4/13/01 and on the same day of each month thereafter (each, a "RENT PAYMENT DATE") during the Basic Term, Lessee shall pay as rent ("BASIC TERM RENT") the product of the Basic Term Lease Rate Factor times the Capitalized Lessor's Cost of all Equipment on this Schedule. 14. Lessee agrees and acknowledges that the Capitalized Lessor's Cost of the Equipment as stated on the Schedule is equal to the fair market value of the Equipment on the date hereof. 2 C. INTEREST RATE: Interest shall accrue from the Lease Commencement Date through and including the date of termination of the Lease. D. PROPERTY TAX APPLICABLE TO EQUIPMENT LOCATED IN CALIFORNIA: Lessee agrees that it will (a) list all such Equipment, (b) report all property taxes assessed against such Equipment and (c) pay all such taxes when due directly to the appropriate taxing authority until Lessor shall otherwise direct in writing. Upon request of Lessor, Lessee shall promptly provide proof of filing and proof of payment to Lessor. Lessor may notify Lessee (and Lessee agrees to follow such notification) regarding any changes in property tax reporting and payment responsibilities. E. ARTICLE 2A NOTICE IN ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE AS ADOPTED IN THE APPLICABLE STATE, LESSOR HEREBY MAKES THE FOLLOWING DISCLOSURES TO LESSEE PRIOR TO EXECUTION OF THE LEASE, (A) THE PERSON(S) SUPPLYING THE EQUIPMENT IS VARIOUS SUPPLIERS SEE EXHIBIT A (THE "SUPPLIER(S)"), (B) LESSEE IS ENTITLED TO THE PROMISES AND WARRANTIES, INCLUDING THOSE OF ANY THIRD PARTY, PROVIDED TO THE LESSOR BY SUPPLIER(S), WHICH IS SUPPLYING THE EQUIPMENT IN CONNECTION WITH OR AS PART OF THE CONTRACT BY WHICH LESSOR ACQUIRED THE EQUIPMENT AND (C) WITH RESPECT TO SUCH EQUIPMENT, LESSEE MAY COMMUNICATE WITH SUPPLIER(S) AND RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF SUCH PROMISES AND WARRANTIES, INCLUDING ANY DISCLAIMERS AND LIMITATIONS OF THEM OR OF REMEDIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE IN ARTICLE 2A AND ANY RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE WHICH MAY LIMIT OR MODIFY ANY OF LESSOR'S RIGHTS OR REMEDIES UNDER THE DEFAULT AND REMEDIES SECTION OF THE AGREEMENT. F. STIPULATED LOSS AND TERMINATION VALUE TABLE* SEE ANNEX D ATTACHED HERETO AND MADE A PART HEREOF. *The Stipulated Loss Value or Termination Value for any unit of Equipment shall be the Capitalized Lessor's Cost of such unit multiplied by the appropriate percentage derived from the above table. In the event that the Lease is for any reason extended, then the last percentage figure shown above shall control throughout any such extended term. G. PAYMENT AUTHORIZATION You are hereby irrevocably authorized and directed to deliver and apply the proceeds due under this Schedule as follows:
This authorization and direction is given pursuant to the same authority authorizing the above-mentioned financing. PURSUANT TO THE PROVISIONS OF THE LEASE, AS IT RELATES TO THIS SCHEDULE, LESSEE HEREBY CERTIFIES AND WARRANTS THAT (i) ALL EQUIPMENT LISTED ABOVE IS IN GOOD CONDITION AND APPEARANCE, HAS BEEN DELIVERED AND INSTALLED (IF APPLICABLE) AS OF THE DATE STATED ABOVE AND IN WORKING ORDER; (ii) LESSEE HAS INSPECTED THE EQUIPMENT, AND ALL SUCH TESTING AS IT DEEMS NECESSARY HAS BEEN PERFORMED BY LESSEE, SUPPLIER OR THE MANUFACTURER; AND (iii) LESSEE ACCEPTS THE EQUIPMENT FOR ALL PURPOSES OF THE LEASE AND ALL ATTENDANT DOCUMENTS. 3 LESSEE DOES FURTHER CERTIFY THAT AS OF THE DATE HEREOF (i) LESSEE IS NOT IN DEFAULT UNDER THE LEASE; AND (ii) THE REPRESENTATIONS AND WARRANTIES MADE BY LESSEE PURSUANT TO OR UNDER THE LEASE ARE TRUE AND CORRECT ON THE DATE HEREOF. Lessee hereby authorizes Lessor to file a financing statement and amendments thereto describing the Equipment described in this Schedule and adding any other collateral described herein and containing any other information required by the applicable Uniform Commercial Code. Further, Lessee irrevocably grants to Lessor the power to sign Lessee's name and generally to act on behalf of Lessee to execute and file financing statements and other documents pertaining to any or all of the Equipment. Except as expressly modified hereby, all terms and provisions of the Agreement shall remain in full force and effect. This Schedule is not binding or effective with respect to the Agreement or Equipment until executed on behalf of Lessor and Lessee by authorized representatives of Lessor and Lessee, respectively. IN WITNESS WHEREOF, Lessee and Lessor have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. LESSOR: LESSEE: GENERAL ELECTRIC CAPITAL CORPORATION VIROLOGIC, INC. By: /s/ Thomas G. Annino By: /s/ W.D. Young --------------------------------- ------------------------------------- Name: Thomas G. Annino Name: W.D. Young ------------------------------- ----------------------------------- Title: VP. SR Risk Mngr. Title: CEO ------------------------------ ---------------------------------- 4 ANNEX D TO SCHEDULE NO. 004 TO MASTER LEASE AGREEMENT* DATED AS OF August 14, 2000 STIPULATED LOSS AND TERMINATION VALUE TABLE
* The Stipulated Loss Value or Termination Value for any unit of Equipment shall be equal to the Capitalized Lessor's Cost of such unit multiplied by the appropriate percentage derived from the above table. In the event that the Lease is for any reason extended, then the last percentage figure shown above shall control throughout any such extended term. 5 BILL OF SALE FOR SIX HUNDRED NINETY SEVEN THOUSAND SEVEN HUNDRED FORTY ONE - 15/00 ($697,741.15) AND OTHER VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, VIROLOGIC, INC. (the "Seller") does hereby sell, transfer and deliver to GENERAL ELECTRIC CAPITAL CORPORATION (the "Buyer"), its successors and assigns, all of Seller's right, title and interest in and to the following equipment (the "Equipment"): SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF. TO HAVE AND TO HOLD the same unto the Buyer, its successors and assigns, forever. The Seller warrants and represents that it owns (and had good marketable title to) the Equipment free and clear of all liens and encumbrances, and has full power, right and authority to convey title thereto to the Buyer. The foregoing warranty of title shall inure to the benefit of any purchaser of the Equipment from the Buyer and to General Electric Capital Corporation which is financing the purchase of the Equipment by the Buyer. Except for the foregoing warranty of title, the Equipment is sold, "AS- IS", "WHERE-IS", without warranty of merchantability of fitness. IN WITNESS WHEREOF, the Seller has caused this Bill of Sale to be executed by a duly authorized officer this _____ day of ____________, 20___. VIROLOGIC, INC. (Seller) By: /s/ W.D. YOUNG ------------------------------------ Title: CEO --------------------------------- 6 SECURITY DEPOSIT PLEDGE AGREEMENT (Lease) This Security Deposit Pledge Agreement (this "AGREEMENT") is made and entered into as of the ninth day of April, 2001 by and between Virologic, Inc. a California corporation with its principal place of business at 270 EAST GRAND AVENUE, SOUTH SAN FRANCISCO, CA 94080 ("LESSEE") and General Electric Capital Corporation, a New York corporation, with its principal place of business at 401 Merrit 7 2nd Floor Norwalk, CT 06856 (together with its successors and assigns, if any, "Lessor"). In consideration of, and as an inducement for Lessor to lease certain equipment under the Master Lease Agreement, dated as of August 14, 2000 (the "MASTER LEASE AGREEMENT AND ALL SCHEDULES THERETO BEING REFERRED TO AS THE "LEASE"), and to secure the payment and performance of all of Lessee's obligations under the Lease, Lessee hereby deposits and pledges with Lessor the sum of TWENTY TWO THOUSAND EIGHT HUNDRED THIRTY FOUR - 31/100 DOLLARS ($22,834.31) (the "COLLATERAL"), such pledge to be upon the terms and conditions set forth below: 1. Lessee delivers the Collateral to Lessor to secure Lessee's performance of its obligations under the Lease, including, but not limited to, the timely payment of Rent; 2. The Collateral deposited with Lessor will not accrue interest. Lessor may commingle the Collateral with its other funds. 3. After any default by Lessee under the Lease and while the same is continuing, upon, or at any time after said default, Lessor may apply the Collateral towards the satisfaction of Lessee's obligations under the Lease and the payment of all costs and expenses incurred by Lessor as a result of such default, including but not limited to, costs of repossessing equipment and attorneys' fees. Such application shall not excuse the performance at the time and in the manner prescribed by any obligation of Lessee or cure a default of Lessee. Upon the application by Lessor of any amount of the Collateral pursuant to the terms of this paragraph, Lessee shall be obligated to immediately pay to Lessor an amount sufficient to cause the Collateral to equal the amount first set forth above. 4. Lessor shall have no duty to first commence an action against or seek recourse from Lessee, in the event of a default under the Lease, before enforcing the provisions of, and proceedings under the provisions of this Agreement. The obligations of Lessee under this Agreement shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released or discharged or in any way affected by: (a) any amendment or modification of or supplement to the Lease; (b) any exercise or non-exercise of any right, remedy or privilege under or in respect to this Agreement, the Lease, or any other instrument provided for in the Lease, or any waiver, consent, explanation, indulgence or actions or inaction with respect to any such instrument; or (c) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding of Lease. 5. Upon the termination of the Lease and the satisfaction of all of the obligations of Lessee thereunder. Lessor shall deliver to Lessee the Collateral (less any portion of same cashed, sold, assigned or delivered pursuant to and under the conditions specified in paragraph 3 hereof), and this Agreement shall thereupon be without further effect. 6. Lessor may, without the consent of Lessee, assign this Agreement. Lessee agrees that if Lessee receives written notice of an assignment from Lessor, Lessee will pay all amounts due hereunder to such assignee or as instructed by Lessor. Lessee also agrees to confirm in writing receipt of the notice of assignment as may be reasonably requested by assignee. Lessee hereby waives and agrees not to assert against any such assignee any defense, set-off, recoupment claim or counterclaim which Lessee has or may at any time have against Lessor for any reason whatsoever. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. LESSOR: LESSEE: GENERAL ELECTRIC CAPITAL CORPORATION VIROLOGIC, INC. By: /s/ THOMAS G. ANNINO By: /s/ W.D. YOUNG ---------------------------------- ------------------------------- Name: Thomas G. Annino Name: W.D. Young ------------------------------ ---------------------------- Title: V.P., Sr. Risk Mgr. Title: CEO ------------------------------ ---------------------------- 7 [GE LETTERHEAD] April 12, 2001 Virologic, Inc. 345 Oyster Point Blvd. South San Francisco, CA 94080 Re: Disbursement of Funds Dear Ms Kwok: Reference is made herein to a certain Schedule No. 004 to Master Lease Agreement No. 4108355 dated August 4, 2000 between General Electric Capital Corporation ("GECC"), as Lessor, and Virologic, Inc. (the "Lessee") as Lessee (collectively the "Contract") covering the equipment listed therein (the "Equipment"). NOW THEREFORE, it is agreed as follows. The undersigned authorizes and requests GECC to disburse funds in the amount of $697,741.15 as follows:
Except as provided herein the Contract shall remain in full force and effect. Very truly yours, GENERAL ELECTRIC CAPITAL CORPORATION AGREED TO AND ACKNOWLEDGED: VIROLOGIC, INC. By: /s/ KAREN WILSON --------------------------- Title: CFO ------------------------ Date: 4/12/01 ------------------------- 8 VIROLOGIC, INC. EXHIBIT A VIROLOGIC, INC. EQUIPMENT LOCATION: B1 270 E. GRAND AVE
9 VIROLOGIC, INC. EXHIBIT A VIROLOGIC, INC. EQUIPMENT LOCATION: B1 270 E. GRAND AVE
10 VIROLOGIC, INC. EXHIBIT A VIROLOGIC, INC. EQUIPMENT LOCATION: B1 270 E. GRAND AVE
11 VIROLOGIC, INC. EXHIBIT A VIROLOGIC, INC. EQUIPMENT LOCATION: B1 270 E. GRAND AVE
VIROLOGIC, INC. EQUIPMENT LOCATION: B2 345 OYSTER POINT SOUTH SAN FRANCISCO, CA 94080
12 VIROLOGIC, INC. EXHIBIT A VIROLOGIC, INC. EQUIPMENT LOCATION: B1 270 E. GRAND AVE
13 VIROLOGIC, INC. EXHIBIT A VIROLOGIC, INC. EQUIPMENT LOCATION: B1 270 E. GRAND AVE
14 VIROLOGIC, INC. EXHIBIT A VIROLOGIC, INC. EQUIPMENT LOCATION: B1 270 E. GRAND AVE
Equipment Code List COMP = Computer Hardware FURN = Furniture LAB = Lab Equipment MANUF = Manufacturing OFC = Office Equipment OTHER = Other than listed above SOFT = Computer Software TEL = Telephone TEST = Electronic Test Equipment TI = Tenant Improvements
- -------------------------------------------------------------------------------- LESSEE: ViroLogic, Inc. WILLIAM D. YOUNG, CEO