Third Amendment to Loan and Security Agreement between Pacific Western Bank and Unum Therapeutics Inc.
This amendment updates the existing Loan and Security Agreement between Pacific Western Bank and Unum Therapeutics Inc., originally dated January 19, 2017. The changes include updating the bank's notice addresses and extending the loan's availability end date to June 30, 2020. The amendment confirms that all other terms of the original agreement remain in effect. Unum Therapeutics affirms that its representations and warranties are still accurate as of the amendment date. The amendment becomes effective once executed and certain conditions, such as payment of bank expenses, are met.
Exhibit 10.1
THIRD AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of June 21, 2019, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and UNUM THERAPEUTICS INC. (“Borrower”).
RECITALS
Borrower and Bank are parties to that certain Loan and Security Agreement dated as of January 19, 2017 (as amended from time to time, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.
NOW, THEREFORE, the parties agree as follows:
| 1) | Bank’s notice addresses in Article 10 of the Agreement are hereby amended and restated, as follows: |
| If to Bank: | Pacific Western Bank 406 Blackwell Street, Suite 240 Durham, North Carolina 27701 Attn: Loan Operations Manager FAX: (919) 314-3080 E-Mail: ***@*** | |||||
| with a copy to: | Pacific Western Bank 131 Oliver Street, Suite 250 Boston, Massachusetts 02110 Attn: Scott Hansen E-Mail: ***@*** | |||||
| 2) | The following defined term in Exhibit A of the Agreement is hereby amended and restated, as follows: |
“Availability End Date” means June 30, 2020.
| 3) | Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement. |
| 4) | Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment. |
| 5) | This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. |
| 6) | As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following: |
| a) | this Amendment, duly executed by Borrower; |
| b) | payment of all Bank Expenses, including Bank’s expenses for the documentation of this amendment and any related documents, and any UCC, good standing or intellectual property search or filing fees, which may be debited from any of Borrower’s accounts; and |
| c) | such other documents and completion of such other matters, as Bank may reasonably deem necessary or appropriate. |
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.
| UNUM THERAPEUTICS INC. | PACIFIC WESTERN BANK | |||||||
| By: | /s/ Charles Wilson | By: | /s/ Joseph Holmes Dague | |||||
| Name: Charles Wilson Title: President & CEO | Name: Joseph Holmes Dague Title: Senior Vice President | |||||||
[Signature Page to Third Amendment to Loan and Security Agreement]
