First Loan Modification Agreement



 Exhibit 10.12 
 FIRST LOAN MODIFICATION AGREEMENT 
 This First
Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of the First Loan Modification Effective Date, by and between (i) SILICON VALLEY BANK, a California corporation with its principal place
of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and
(ii) MEDIDATA SOLUTIONS, INC., a Delaware corporation with offices located at 79 Fifth Avenue, 8th Floor, New York, New York 10003
(“Solutions”) and MEDIDATA FT, INC. (formerly known as Fast Track Systems, Inc.), a California corporation with offices located at 20 Ash Street, Suite 330, Conshohocken, Pennsylvania 19428 (“FT”, and
together with Solutions, individually and collectively, the “Borrower”). 
 1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS.
Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of September 10, 2008, evidenced by, among other documents, a certain Loan and Security
Agreement dated as of September 10, 2008, between Borrower and Bank (as amended, the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement. 

2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the Collateral as described in the Loan Agreement (together with any other collateral
security granted to Bank, the “Security Documents”). 
 Hereinafter, the Security Documents, together with all other documents evidencing or
securing the Obligations shall be referred to as the “Existing Loan Documents”. 
 3. DESCRIPTION OF CHANGE IN TERMS. 
  

	 	A.	Modifications to Loan Agreement. 

  

	 	1	The Loan Agreement shall be amended by deleting the following, appearing as Section 6.2(a)(iii) thereof, in its entirety: 

 “(iii) as soon as available, and in any event within thirty (30) days after the end of each month, monthly unaudited financial statements”

 and inserting in lieu thereof the following: 
 “(iii) as soon as available, and in any event within thirty (30) days after the end of each month, monthly consolidated and consolidating unaudited financial statements;” 
  

	 	2	The Loan Agreement shall be amended by deleting the following, appearing as Section 6.2(a)(v) thereof, in its entirety: 

 “(v) as soon as available, and in any event within forty-five (45) days after the end of each fiscal quarter of Borrower, quarterly unaudited
financial statements;” 
 and inserting in lieu thereof the following: 
 “(v) as soon as available, and in any event within forty-five (45) days after the end of each fiscal quarter of Borrower, quarterly
consolidated and consolidating unaudited financial statements;” 








	 	3	The Loan Agreement shall be amended by deleting Section 6.9(a) in its entirety and replacing it with the following: 

 “(a) Profitability. A minimum Net Income (loss) of at least (not more than) the following for each quarterly period indicated below:

  

				
	 Quarterly Period Ended
	  	Minimum Profitability
	 December 31, 2008 and March 31, 2009
	  	$	(2,500,000) 
	 June 30, 2009
	  	$	(1,500,000) 
	 September 30, 2009
	  	$	1.00  
	 December 31, 2009 and March 31, 2010
	  	$	1,750,000  
	 June 30, 2010, and each quarterly period of the Borrower thereafter
	  	$	3,000,000”

  

	 	4	The Loan Agreement shall be amended by deleting the following definition appearing in Section 13.1 thereof, in its entirety: 

 “Prime Rate” is Bank’s most recently announced “prime rate,” even if it is not Bank’s lowest rate.” 

and inserting in lieu thereof the following: 
 “Prime Rate” is the greater of (a) four and one-half percent (4.50%) per annum, and (b) Bank’s most recently announced “prime rate,” even if it is not Bank’s lowest rate.” 

 

	 	5	The Loan Agreement shall be amended by inserting the following definitions in Section 13.1 thereof, each in its appropriate alphabetical order: 

 “First Loan Modification Agreement” means that certain First Loan Modification Agreement, executed by Borrower and Bank, dated as of the
First Loan Modification Effective Date.” 
 “First Loan Modification Effective Date” is the date indicated on the
signature page to the First Loan Modification Agreement.” 
  

	 	6	The Compliance Certificate appearing as Exhibit B to the Loan Agreement is hereby replaced with the Compliance Certificate attached as Exhibit A hereto.


 4. FEES. Borrower shall pay to Bank a modification fee equal to Fifty Thousand Dollars ($50,000), which fee shall be due on the date
hereof and shall be deemed fully earned as of the date hereof. Borrower shall also reimburse Bank for all legal fees and expenses incurred in connection with this amendment to the Existing Loan Documents. 
 5. RATIFICATION OF INTELLECTUAL PROPERTY SECURITY AGREEMENT. Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of a
certain Intellectual Property Security Agreement dated as of September 10, 2008 between Solutions and Bank, and acknowledges, confirms and agrees that said Intellectual Property Security Agreement contains an accurate and complete listing of
all Intellectual Property Collateral as defined in said Intellectual Property Security Agreement, shall remain in full force and effect. Notwithstanding the terms and conditions of the Intellectual Property Security Agreement, the Borrower shall not
register any Copyrights or Mask Works in the United States Copyright Office unless it: (i) has given at least fifteen (15) days’ prior-written notice to Bank of its intent to register such Copyrights or Mask Works and has provided
Bank with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (ii) executes a security agreement or such other documents as Bank may reasonably request in order to 

  

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maintain the perfection and priority of Bank’s security interest in the Copyrights proposed to be registered with the United States Copyright Office;
and (iii) records such security documents with the United States Copyright Office contemporaneously with filing the Copyright application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank a copy of the
Copyright application(s) filed with the United States Copyright Office, together with evidence of the recording of the security documents necessary for Bank to maintain the perfection and priority of its security interest in such Copyrights or Mask
Works. Borrower shall provide written notice to Bank of any application filed by Borrower in the United States Patent Trademark Office for a patent or to register a trademark or service mark within thirty (30) days of any such filing.

 6. ADDITIONAL COVENANTS: RATIFICATION OF PERFECTION CERTIFICATE. Borrower is not a party to, nor is bound by, any license or other agreement with
respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under
or termination of could interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement (other than over-the-counter
software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all such licenses or contract rights to be
deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s
agreement to a contingent assignment of the license to Bank if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the future, and (y) Bank to have the ability in the event of a liquidation of
any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under the Loan Agreement and the other Loan Documents. In addition, the Borrower hereby certifies that no Collateral is in the possession of any third
party bailee (such as at a warehouse). In the event that Borrower, after the date hereof, intends to store or otherwise deliver the Collateral to such a bailee, then Borrower shall first receive, the prior written consent of Bank and such bailee
must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank. Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of
September 10, 2008 between Borrower and Bank, and acknowledges, confirms and agrees the disclosures and information above Borrower provided to Bank in the Perfection Certificate has not changed, as of the date hereof. 
 7. AUTHORIZATION TO FILE. Borrower hereby authorizes Bank to file UCC financing statements without notice to Borrower, with all appropriate jurisdictions, as Bank
deems appropriate, in order to further perfect or protect Bank’s interest in the Collateral, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed to violate the rights of the
Bank under the Code. 
 8. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described
above. 
 9. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other
collateral granted to the Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations. 
 10. NO DEFENSES OF
BORROWER. Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against Bank with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses,
claims, or counterclaims against Bank, whether known or unknown, at law or in equity, all of them are hereby expressly WAIVED and Borrower hereby RELEASES Bank from any liability thereunder. 
 11. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations,
warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s
agreement to modifications to the existing Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank to make any future modifications to the Obligations. Nothing in this Loan Modification Agreement shall constitute a
satisfaction of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker will be released by virtue of this Loan
Modification Agreement. 
  

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 12. RIGHT OF SET-OFF. In consideration of Bank’s agreement to enter into this Loan Modification Agreement,
Borrower hereby reaffirms and hereby grants to Bank, a lien, security interest and right of set off as security for all Obligations to Bank, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property,
now or hereafter in the possession, custody, safekeeping or control of Bank or any entity under the control of Silicon Valley Bank (including a Bank subsidiary) or in transit to any of them. At any time after the occurrence and during the
continuance of an Event of Default, without demand or notice, Bank may set off the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral
securing the loan. ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER
PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. 
 13. JURISDICTION/VENUE. Borrower accepts for itself and in
connection with its properties, unconditionally, the exclusive jurisdiction of any state or federal court of competent jurisdiction in the State of New York in any action, suit, or proceeding of any kind against it which arises out of or by reason
of this Loan Modification Agreement. NOTWITHSTANDING THE FOREGOING, THE BANK SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH THE BANK DEEMS NECESSARY OR
APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE THE BANK’S RIGHTS AGAINST THE BORROWER OR ITS PROPERTY. 
 14.
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. 
 [The remainder of this page is intentionally left blank] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Loan Modification Agreement to be executed
as of the First Loan Modification Effective Date. 
  

			
	BORROWER:
	
	MEDIDATA SOLUTIONS, INC.
		
	By	 	 /s/ Bruce Dalziel

	Name:	 	 Bruce Dalziel

	Title:	 	 EVP and CFO

	
	MEDIDATA FT, INC.
		
	By	 	 /s/ Bruce Dalziel

	Name:	 	 Bruce Dalziel

	Title:	 	 EVP and CFO

	
	BANK:
	
	SILICON VALLEY BANK
		
	By	 	 /s/ Ryan Ravenscroft

	Name:	 	 Ryan Ravenscroft

	Title:	 	 VP


 First Loan Modification Effective Date: December 31, 2008 
  

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 EXHIBIT A 
 EXHIBIT B 
 COMPLIANCE CERTIFICATE 
  

					
	TO:	  	SILICON VALLEY BANK	  	Date:                     
	FROM:	  	MEDIDATA SOLUTIONS, INC. and MEDIDATA FT, INC.	  	

 The undersigned authorized officer of Medidata Solutions, Inc. and Medidata FT, Inc. (individually and
collectively, jointly and severally, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in compliance for the period
ending                              with all required covenants except as noted below, (2) there are no
Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be
applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true,
accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all federal, material foreign, state and local
taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its
Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these
are prepared in accordance with generally GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of
determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the
meanings given them in the Agreement. 
 Please indicate compliance status by circling Yes/No under “Complies” column. 
  

					
	 Reporting Covenant
	  	 Required
	  	 Complies

	Monthly consolidated and consolidating financial statements with Compliance Certificate	  	Monthly within 30 days	  	Yes    No
			
	Quarterly consolidated and consolidating financial statements	  	Quarterly within 45 days	  	Yes    No
			
	Annual financial statement (CPA Audited) + CC	  	FYE within 150 days	  	Yes    No
			
	10-Q, 10-K and 8-K	  	Within 5 days after filing with SEC	  	Yes    No
			
	A/R & A/P Agings, Deferred Revenue Report	  	Monthly within 30 days	  	Yes    No
			
	Projections	  	FYE within 45 days	  	Yes    No
	
	 Below is listed (i) any material change in the composition of the intellectual property, (ii) the registration of any
copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed to Bank, or (iii) Borrower’s knowledge of an event that materially adversely affects the value of the
intellectual property (if none, state “None”):
  
 _____________________________________________                                
                                         
                           


  

									
	 Financial Covenant
	  	Required	  	Actual	  	Complies
	 Maintain on a Quarterly Basis (unless noted otherwise):
	  			  			  	
	 Minimum Profitability
	  	$	            	  	$	            	  	Yes    No
	 Minimum Liquidity (at all times, certified Monthly through and including 12/31/2009
	  	$	5,000,000	  	$	            	  	Yes    No
	 Maximum Capital Expenditure (Trailing Twelve Months)
 Beginning on and after 09/30/2008
	  	$	12,000,000	  	$	            	  	Yes    No
	 Minimum Fixed Charge Coverage Ratio (Trailing Twelve Months) Beginning on and after 12/31/2009
	  	 	1.25:1.00	  	 	            :1.00	  	Yes    No

  

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 The following financial covenant analyses and information set forth in Schedule 1 attached hereto are
true and accurate as of the date of this Certificate. 
 The following are the exceptions with respect to the certification above: (If no
exceptions exist, state “No exceptions to note.”) 
  
  
  
  
  
  
  

							
	 MEDIDATA SOLUTIONS, INC.
 MEDIDATA FT, INC.
	    	BANK USE ONLY
	    
		 		    	Received by:	 	  

		 		    		 	AUTHORIZED SIGNER
	By:	 	  
	    	Date:	 	  

	Name:	 	  
	    		 	
	Title:	 	  
	    	Verified:	 	  

		 		    		 	AUTHORIZED SIGNER
		 		    	Date:	 	  

			
		 		    	Compliance Status:             Yes     No

  

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 Schedule 1 to Compliance Certificate 
 Financial Covenants of Borrower 
 Dated:
                     
  

	I.	Profitability (Section 6.9(a)) 

 Required: A minimum Net Income
(loss) of at least (not more than) the following for each quarterly period indicated below: 
  

				
	 Quarterly Period Ended
	  	Minimum Profitability
	 December 31, 2008 and March 31, 2009
	  	$	(2,500,000) 
		
	 June 30, 2009
	  	$	(1,500,000) 
		
	 September 30, 2009
	  	$	1.00  
		
	 December 31, 2009 and March 31, 2010
	  	$	1,750,000  
		
	 June 30, 2010, and each quarterly period of the Borrower thereafter
	  	$	3,000,000”

 Actual: 
  

						
	 A.
	  	Net Income	  	$	            

 Is line A equal to or greater than $            ?

  

			
	             No, not in compliance	  	             Yes, in compliance

  

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	II.	Liquidity (Section 6.9(b)) 

 Required: From the
Effective Date through and including December 31, 2009, maintain at all times, certified to by Borrower on a monthly basis, Liquidity of at least Five Million Dollars ($5,000,000). 
 Actual: 
  

						
	 A.
	  	 Borrower’s unrestricted cash at Bank
	  	$	            
			
	 B.
	  	 Total net billed accounts receivable (from most recent balance sheet)
	  	$	            
			
	 C.
	  	 All outstanding Indebtedness owed by Borrower to Bank
	  	$	            
			
	 D.
	  	 LIQUIDITY (line A plus line B minus line C
	  	$	            

 Is line D equal to or greater than $5,000,000? 
  

			
	             No, not in compliance	  	             Yes, in compliance

  

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	III.	Capital Expenditures (Section 6.9(c)) 

 Required:
Beginning with the fiscal quarter ending September 30, 2008 and as of the last day of each fiscal quarter thereafter, Borrower’s Capital Expenditures for the trailing twelve month period ending on each testing date shall be equal to or
less than Twelve Million Dollars ($12,000,000). 
 Actual: 
  

					
	A.	  	Capital Expenditures (for the trailing twelve months ending on the date of measurement)	  	$            

 Is line A less than or equal to $12,000,000? 
  

			
	             No, not in compliance	  	             Yes, in compliance

  

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	IV.	Fixed Charge Coverage Ratio (Section 6.9(d)) 

 Required: Beginning with the fiscal quarter ending December 31, 2009 and for each fiscal quarter of the Borrower thereafter, the Borrower shall maintain, to be tested quarterly, measured on a trailing four fiscal quarter basis (except
as noted below), a ratio of (i) EBITDA minus unfunded Capital Expenditures minus taxes actually paid in cash to (ii) the sum of Interest Expense plus the sum of all required scheduled payments of principal on
all Indebtedness of the Borrower owed to Bank plus all required scheduled payments of principal on all capital lease obligations of the Borrower of not less than 1.25 to 1.00. 
 Actual: 
  

					
	 A.
	  	Net Income	  	$            
			
	 B.
	  	Interest Expense	  	$            
			
	 C.
	  	To the extent deducted in the calculation of Net Income, depreciation and amortization expense	  	$            
			
	 D.
	  	Income tax expense	  	$            
			
	 E.
	  	Non-cash stock compensation expense deducted from the calculation of Net Income	  	$            
			
	 F.
	  	Non-recurring non-cash deductions from Net Income permitted by Bank	  	$            
			
	 G.
	  	EBITDA (the sum of lines A through F)	  	$            
			
	 H.
	  	Unfunded Capital Expenditures	  	$            
			
	 I.
	  	Taxes actually paid in cash	  	$            
			
	 J.
	  	Adjusted EBITDA (line G minus line H minus line I)	  	$            
			
	 K.
	  	Interest Expense	  	$            
			
	 L.
	  	Sum of all required scheduled payments of principal on all Indebtedness of the Borrower owed to Bank	  	$            
			
	 M.
	  	All required scheduled payments of principal on all capital lease obligations of the Borrower	  	$            
			
	 N.
	  	FIXED CHARGES (line K plus line L plus line M)	  	$            
			
	 O.
	  	FIXED CHARGE COVERAGE RATIO (line J divided by line N, expressed as a ratio)	  	            :1.00

 Is line O equal to or greater than 1.25:1.00? 
  

			
	             No, not in compliance	  	             Yes, in compliance

 NOTE: For calculation of “Fixed Charges” on December 31, 2009, see Section 6.9(d) of the
Loan Agreement. 
 NOTE: If Borrower is not in compliance on December 31, 2009, see Section 2.1.5(b)(ii) of the Loan Agreement (and an Event
of Default shall exist). 
  

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