LOAN AND SECURITY AGREEMENT
This Fourth Amendment to Loan and Security Agreement (this Amendment) is entered into as of July 31, 2019, by and between PACIFIC WESTERN BANK, a California state chartered bank (Bank), and UNUM THERAPEUTICS INC. (Borrower).
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:
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Section 6.6 of the Agreement is hereby amended and restated, as follows:
6.6 Primary Depository. Borrower shall at all times maintain at least the lesser of $50,000,000 or substantially all of its cash in depository and operating accounts with Bank or its Affiliates. Without limitation of the foregoing, of the foregoing cash balances maintained with Bank and its Affiliates, (i) until the Term Loan has been funded in accordance with Section 2.1(b)(i), Borrower shall maintain at least the lesser of $50,000,000 or substantially all cash in accounts with Bank, and (ii) after the Term Loan has been funded in accordance with Section 2.1(b)(i), Borrower shall maintain at least the lesser of $15,000,000 or substantially all of the foregoing cash balance in accounts with Bank. Borrower may maintain any excess amounts with other financial institutions, provided that Borrower, Bank, and any such financial institution shall have entered into an account control agreement with respect to any such accounts, in form and substance satisfactory to Bank. Notwithstanding the above, (x) Borrower may maintain the Silicon Valley Bank Cash Collateral Account at Silicon Valley Bank provided that the balance does not exceed $1,255,400 at any time, (y) Borrower may maintain an aggregate amount not to exceed $10,000,000 in its operating account held at Silicon Valley Bank until September 29, 2019, after which all cash in any accounts held at Silicon Valley Bank, unless otherwise permitted herein, shall be transferred to Bank, and (z) Borrower may maintain a collateral account at Silicon Valley Bank with an amount not exceeding $250,000 at any time to secure reimbursement obligations under corporate credit cards. For the avoidance of doubt, no account control agreements in favor of Bank shall be required with respect to any accounts permitted under these clauses (x), (y) and (z). Borrower may transfer cash to the MSC Subsidiary so long as the MSC Investment Conditions have been met.
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A new subsection (n) is hereby added to the defined term Permitted Indebtedness in Exhibit A to the Agreement, as follows:
(n) Indebtedness not to exceed $250,000 in the aggregate outstanding at any time arising under a credit card facility provided by Silicon Valley Bank.