exhibit101bridgebankcode






                                                                                                        FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT         THIS FOURTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is made effective  as of September 28, 2018 (the “Amendment Date”) and made by and among WESTERN ALLIANCE BANK, an  Arizona corporation (“Bank”) and CODEXIS, INC., a Delaware corporation (“Borrower”).         WHEREAS, Bank and Borrower have entered into that certain Loan and Security Agreement, dated as of  June 30, 2017 (as amended, supplemented, restated or otherwise modified from time to time, the “Loan  Agreement”); and         WHEREAS, Bank and Borrower desire to amend certain provisions of the Loan Agreement as provided  herein and subject to the terms and conditions set forth herein;         NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein, and  other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Bank and  Borrower hereby agree as follows:      1. Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them        in the Loan Agreement.             2. Section 1.1 of the Loan Agreement is hereby amended by adding the following definition thereto in        alphabetical order:                “Fourth Amendment Date” is September 28, 2018.             3. Section 1.1 of the Loan Agreement is hereby further amended by amending and restating the following        definitions therein as follows:                “Amortization Date” is November 1, 2020.                “Draw Period” is the period commencing on the Closing Date and ending on the earlier of (i) September        30, 2019 and (ii) the occurrence of an Event of Default.                “Maturity Date” is October 1, 2022.                “Permitted Indebtedness” means:                       (a)   Indebtedness of Borrower in favor of Bank arising under this Agreement or any        other Loan Document;                       (b)   Indebtedness  existing  on  the  Closing  Date  and  disclosed  in  the Perfection        Certificate on the Closing Date;                       (c)   Indebtedness  secured  by  a  lien  described  in  clause (c)  of  the  defined  term        “Permitted  Liens,”  provided  (i) such  Indebtedness  does  not  exceed the lesser of the cost or fair market        value of the equipment financed with such Indebtedness and (ii) such Indebtedness does not exceed Two        Million Dollars ($2,000,000.00) in the aggregate at any given time;                       (d)   Subordinated Debt;                       (e)   Unsecured  Indebtedness  to  trade  creditors  incurred  in  the  ordinary  course  of        business;                        (f)   Indebtedness incurred as a result of endorsing negotiable instruments received in        the ordinary course of business;     BOS 48677184v2  





 






                                                                                                             (g)   intercompany Indebtedness constituting Permitted Investments;                       (h)   Indebtedness  under  corporate  credit  cards  used  in  the  ordinary course  of        business in an aggregate amount not to exceed Nine Hundred Fifty Thousand Dollars ($950,000) at any        given time;                       (i)   letters of credit in the ordinary course of business in connection with the leasing        of real property in an aggregate amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000);                       (j)   Indebtedness  (in  the  aggregate  outstanding  amount  of  not  greater  than  Five         Hundred  Thousand  Dollars  ($500,000)  at  any  given  time)  consisting  of  the  financing  of  insurance         premiums in the ordinary course of business;                       (k)   Indebtedness of Codexis Laboratories India Pte., Ltd. in connection with a bank         guarantee in the aggregate amount of Indian Rupees 29,000,000 to comply with the applicable orders or         requirements of the sales tax department of the Government of India;                       (l)   additional unsecured Indebtedness not to exceed Two Hundred Fifty Thousand        dollars ($250,000) in the aggregate at any time; and                       (m)   extensions,  refinancings,  modifications,  amendments  and  restatements  of  any        items of Permitted Indebtedness (a) through (j) above, provided that the principal amount thereof is not        increased or the terms thereof are not modified to impose more burdensome terms upon Borrower, or its        Subsidiary, as the case may be.         “Revolving Facility Termination Fee” is an additional fee payable by Borrower to Bank, upon the election        by Borrower to terminate the Revolving Facility, in amount equal to:                (i)    for a termination on or before the first anniversary of the Fourth Amendment Date, three        percent (3.00%) of the Revolving Line;                (ii)   a termination after the first anniversary of the Fourth Amendment Date and on or before        the second anniversary of the Fourth Amendment Date, two percent (2.00%) of the Revolving Line; and                (iii)  a termination after the second anniversary of the Fourth Amendment Date and on or        before the third anniversary of the Fourth Amendment Date, one percent (1.00%) of the Revolving Line.              4. Section 2.2(c) of the Loan Agreement is hereby amended and restated in its entirety as follows:                (c)    Repayment.  Borrower shall make monthly payments of interest only commencing on the first        (1st) Payment Date following the Funding Date of each Term Loan, and continuing on the Payment Date of        each successive month thereafter through and including the Payment Date immediately preceding the        Amortization Date of such Term Loan.  Borrower agrees to pay, on the Funding Date of each Term Loan,        any initial partial monthly interest payment otherwise due for the period between the Funding Date of such        Term Loan and the first Payment Date thereof.  Commencing on the Amortization Date for the Term        Loans, and continuing on the Payment Date of each month thereafter, Borrower shall make equal monthly        payments of principal, together with applicable interest, in arrears, as calculated by Bank (which        calculations shall be deemed correct absent manifest error) based upon: (1) the amount of the Term Loans        outstanding, (2) the effective rate of interest, as determined under Section 2.4(a), and (3) a repayment        schedule equal to twenty-four (24) months.  All unpaid principal and accrued and unpaid interest is due and        payable in full on the Maturity Date with respect to the Term Loans.  The Term Loans may only be prepaid        in accordance with Sections 2.2(c) and 2.2(d).       5. Section 2.6(e) of the Loan Agreement is hereby amended and restated in its entirety as follows:    2  BOS 48677184v2  





 






                                                                                               (e)    Facility Fee.   On each of the Closing Date and the Fourth Amendment Date, and on every        anniversary of the Fourth Amendment Date while the Revolving Facility is outstanding, a facility fee equal        to Seventeen Thousand Five Hundred Dollars ($17,500.00);              6. Section 2.6 of the Loan Agreement is hereby further amended by replacing “.”  at the end of Section 2.6(f)        with “; and” and adding the following Section 2.6(g) thereto:                (g)    Fourth Amendment Fee.  On the Fourth Amendment Date, a fully earned and non-refundable fee        in the amount of Twelve Thousand Five Hundred Dollars ($12,500.00).             7. Section 3.2 of the Loan Agreement is hereby amended and restated in its entirety as follows:                3.2    Conditions Precedent to all Credit Extensions.  The obligation of Bank to make each Credit        Extension, including the initial Credit Extension, is further subject to the representations and warranties        contained in Section 5 shall be true and correct in all material respects on and as of the effective date of        each Credit Extension as though made at and as of each such date (provided, however, that those        representations and warranties expressly referring to another date shall be true and correct in all material        respects as of such date), and no Event of Default shall have occurred and be continuing, or would exist        after giving effect to such Credit Extension.  The making of each Credit Extension shall be deemed to be a        representation and warranty by Borrower on the date of such Credit Extension as to the accuracy of the        facts referred to in this Section 3.2.  The making of each Credit Extension shall also be subject to the        delivery by Borrower to the Bank, to the extent not delivered at the Closing, of duly executed original        Secured Promissory Notes, in number, form and content acceptable to the Bank, with respect to such Credit        Extension made by the Bank after the Closing Date.  Furthermore, if on the date of the making of a Credit        Extension (other than the first Credit Extension made hereunder), the Borrower has not been subject to the        reporting provisions of Section 6.3 for a period of at least three (3) months, the Borrower shall provide to        the Bank, prior to the making of such Credit Extension by the Bank, all reports and certificates that the        Borrower would have been obligated to provide during the period of the immediately preceding three (3)        months and through the date of the making of such Credit Extension, if throughout such period any amount        of Term Loans or Revolving Advances remained outstanding.  If the Credit Extension is the first Revolving        Advance being made hereunder, the Bank must have completed during the year in which such Revolving        Advance is being made, an audit satisfactory to the Bank of Borrower’s Accounts in accordance with the        provisions of Section 6.3.             8. Section 5.16 of the Loan Agreement is hereby amended and restated in its entirety as follows:                5.16   Accounts.  All of Borrower’s or any Subsidiary’s operating, depository or investment accounts        maintained or invested with a Person other than Bank are set forth on the Perfection Certificate, provided        that such accounts disclosed on the Perfection Certificate are hereby deemed updated with the updated        Perfection Certificate delivered to Bank as of the Fourth Amendment Date.  On and after (i) the 60th day        following the Closing Date and prior to October 1, 2019, at any time that the aggregate balance of        Borrower’s accounts held with Bank and Bank’s Affiliates is less than $15,000,000 for three (3) successive         Business Days or less than $14,000,000 on any given day, and (ii) October 1, 2019, at any time that the         aggregate balance of Borrower’s accounts held with Bank and Bank’s Affiliates is less than the sum of (A)         $5,000,000 plus (B) the outstanding aggregate principal amount of the Term Loans, for three (3) successive         Business Days, none of Borrower’s nor any domestic U.S. Subsidiary’s operating, depository or investment         accounts are maintained or invested with a Person other than Bank.  Notwithstanding the foregoing, on and         after the 60th day following the Closing Date, neither the Borrower nor any of its domestic Subsidiaries         maintains any operating, depository or investment accounts maintained or invested with any Person other         than the Bank unless such account (A) is subject to an account control agreement in favor of the Bank in         such form and substance as is reasonably acceptable to the Bank, (B) is a deposit account exclusively used         for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s         or any domestic U.S. Subsidiary’s employees and identified to Bank by Borrower as such, or (C) is the         Exempt Account (provided that such account and is maintained solely in connection with the Transfers of         shares of CO2 Solutions, Inc. held by the Borrower on the Closing Date and any cash balance in such    3  BOS 48677184v2  





 






                                                                                               account in excess of One Hundred Ten Thousand Dollars ($110,000.00) is transferred to another account of        Borrower that is maintained in accordance with Section 6.7 within five (5) Business Days).                        Furthermore, the aggregate amount of cash and cash equivalent assets held by direct and indirect         Foreign Subsidiaries of Borrower in accounts not subject to a control agreement in favor of the Bank (and        in such form and substance as is reasonably acceptable to the Bank) does not exceed One Million Two        Hundred Thousand Dollars ($1,200,000.00) (of which no more than Four Hundred Thousand Dollars        ($400,000.00) may be maintained in accounts other than the accounts for Codexis Laboratories India Pte.,         Ltd.).                    9.  Section 6.7 of the Loan Agreement is hereby amended and restated in its entirety as follows:                  6.7   Accounts.  Borrower shall, on and after (i) the 60th day following the Closing Date and prior to         October 1, 2019, at any time that the aggregate balance of Borrower’s accounts held with Bank and Bank’s        Affiliates is less than $15,000,000 for three (3) successive Business Days or less than $14,000,000 on any        given day, and (ii) October 1, 2019, at any time that the aggregate balance of Borrower’s accounts held        with Bank and Bank’s Affiliates is less than the sum of (A) $5,000,000 plus (B) the then outstanding         aggregate principal amount of the Term Loans, for three (3) successive Business Days: (A) maintain and         shall cause each of its domestic U.S. Subsidiaries to maintain all of its depository, operating, and         investment accounts with Bank and (B) endeavor to utilize and shall cause each of its domestic U.S.        Subsidiaries to endeavor to utilize Bank’s International Banking Division for any international banking        services required by Borrower, including, but not limited to, foreign currency wires, hedges and swaps.  On        and after the date that is the 60th day following the Closing Date for each account that Borrower or any        domestic U.S. Subsidiary maintains outside of Bank, Borrower shall cause the applicable bank or financial        institution at or with which any such account is maintained to execute and deliver an account control        agreement or other appropriate instrument evidencing the perfection of Bank’s security interest therein and        control with respect thereto in form and substance reasonably satisfactory to Bank, other than (X) deposit        accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or        for the benefit of Borrower’s or any domestic U.S. Subsidiary’s employees and identified to Bank by        Borrower as such, and (Y) the Exempt Account (provided that such account is maintained solely in        connection with the Transfers of shares of CO2 Solutions, Inc. held by the Borrower on the Closing Date        and any cash balance in such account in excess of One Hundred Ten Thousand Dollars ($110,000.00) is        transferred to another account of Borrower that is maintained in accordance with this Section 6.7 within        five (5) Business Days).                       Furthermore, the aggregate amount of cash and cash equivalent assets held by direct and indirect        Foreign Subsidiaries of Borrower in accounts not subject to a control agreement in favor of the Bank (and        in such form and substance as is reasonably acceptable to the Bank) does not exceed One Million Two        Hundred Thousand Dollars ($1,200,000.00) (of which no more than Four Hundred Thousand Dollars        ($400,000.00) may be maintained in accounts other than the accounts for Codexis Laboratories India Pte.,         Ltd.).                    10. Limitation of Amendment.                     a. The amendments set forth above are effective for the purposes set forth herein and shall be limited               precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or               modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any               right, remedy or obligation which the Bank or Borrower may now have or may have in the future               under or in connection with any Loan Document, as amended hereby.                           b. This Amendment shall be construed in connection with and as part of the Loan Documents and all               terms, conditions, representations, warranties, covenants and agreements set forth in the Loan               Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full               force and effect.      4  BOS 48677184v2  





 






                                                                                            11. To induce the Bank to enter into this Amendment, Borrower hereby represents and warrants to the Bank as        follows:                     a. Immediately after giving effect to this Amendment (a) the representations and warranties               contained in Article 5 of the Loan Agreement are true, accurate and complete in all material               respects as of the date hereof (except to the extent such representations and warranties relate to an               earlier date, in which case they are true and correct in all material respects as of such date), and (b)               no Event of Default has occurred and is continuing;                           b. Borrower has the power and due authority to execute and deliver this Amendment and to perform               its obligations under the Loan Agreement, as amended by this Amendment;                     c. The organizational documents of Borrower delivered to the Bank on the Closing Date, and               updated pursuant to subsequent deliveries by the Borrower to the Bank, if any, 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 Amendment and the performance by Borrower of               its obligations under the Loan Agreement, as amended by this Amendment, do not and will not               contravene (i) any law or regulation binding on or affecting Borrower, (ii) any contractual               restriction with a Person binding on Borrower, (iii) any order, judgment or decree of any court or               other governmental or public body or authority, or subdivision thereof, binding on Borrower, or               (iv) the organizational documents of Borrower;                    e. The execution and delivery by Borrower of this Amendment and the performance by Borrower of               its obligations under the Loan Agreement, as amended by this Amendment, do not require any               order, consent, approval, license, authorization or validation of, or filing, recording or registration               by Borrower 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; and                    f. This Amendment 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 by general equitable principles.        12. Except as expressly set forth herein, the Loan Agreement shall continue in full force and effect without        alteration or amendment.  This Amendment and the Loan Documents represent the entire agreement about        this subject matter and supersede prior negotiations or agreements.             13. This Amendment shall be deemed effective as of the Amendment Date upon the due execution and delivery        to the Bank of this Amendment by each party hereto and the payment by Borrower to the Bank of fee due        under Section 2.6(g) of the Loan Agreement as amended hereby.             14. This Amendment may be executed in any number of counterparts, each of which shall be deemed an        original, and all of which, taken together, shall constitute one and the same instrument.             15. This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in        accordance with the laws of the State of California.                                             [Balance of Page Intentionally Left Blank]     5  BOS 48677184v2  





 






IN WITNESSWHEREOF,     the  parties hereto have causedthis  Fourth Amendment to Loan and Security Agreement to be executed as of the date first set forth above.    BORROWER:    CODEXIS, INC., A DELAWARE   CORPORATION    By   Name:     e^e             A-^5^7^>   Title:     c-F^    BANK:    WESTERN ALLIANCE BANK, AN   ARIZONACORPORATION     By   Name:   Title: