EX-10.23



 Exhibit 10.23 
  

			
	 




	  	FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

 This Fourth Amendment to First Amended and Restated Loan and Security Agreement (this “Amendment”)
is entered into by and between PROTEINSIMPLE, a Delaware corporation (f/k/a Cell Biosciences, Inc., a Delaware corporation) (“ProteinSimple”), PROTEINSIMPLE LTD., an Ontario corporation (successor by amalgamation to
BRIGHTWELL TECHNOLOGIES INC. and PROTEINSIMPLE LTD.) (“ProteinSimple Canada” and together with ProteinSimple, collectively, the “Borrower”) and COMERICA BANK (“Bank”) as of this 18th day of March, 2014. 
 RECITALS 

This Amendment is entered into upon the basis of the following facts and understandings of the parties, which facts and understandings are
acknowledged by the parties to be true and accurate: 
 Bank and Borrower previously entered into a First Amended and Restated Loan and
Security Agreement dated January 26, 2012, as amended from time to time (the “Agreement”). 
 Bank and Borrower previously
entered into a Libor/Prime Referenced Rate Addendum to First Amended and Restated Loan and Security Agreement dated January 26, 2012, as amended from time to time (the “Addendum”). 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as set
forth below. 
 AGREEMENT 

1. Incorporation by Reference. The Recitals and the documents referred to in the Agreement are incorporated herein by this reference.
Except as otherwise noted, the terms not defined herein shall have the meaning set forth in the Agreement. 
 2. Amendment to the
Agreement. Subject to the satisfaction of the conditions precedent as set forth in Section 5 hereof, the Agreement is hereby modified as follows: 

(a) Section 2.1(d) of the Agreement is hereby amended and restated in its entirety as follows: 

“(d) Term Loan. 

(i) Advance. Subject to the terms and conditions of this Agreement, Bank agrees to make a term loan to Borrowers in a
principal amount up to but not exceeding Ten Million Dollars ($10,000,000), the proceeds of which shall be made available in full on March 18, 2014 to repay the amounts outstanding under the existing Term Loan (the original principal amount of
which was Six Million Dollars ($6,000,000), and booked as loan # 133), with the balance thereof for Borrowers’ working capital purposes. 

(ii) Interest on the Term Loan shall accrue from the date it is advanced and be payable in accordance with Section 2.3.
The principal of the 







 
Term Loan shall be payable in thirty six (36) equal monthly installments of principal, each in the amount of $277,777.78, so as to fully amortize the Term Loan in thirty six
(36) months, beginning on April 1, 2015 and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loan made under this Section 2.1(d) shall
be immediately due and payable. The Term Loan, once repaid, may not be reborrowed.” 
 (b) Sections 2.5(c) – 2.5(f)
of the Agreement are hereby amended and restated in their entirety as follows: 
 “(c) a Term Loan facility fee of $113,335, due and
payable on the earlier of July 1, 2015, repayment in full of the Term Loan, or acceleration of the Indebtedness as provided hereunder; 

(d) a separate Term Loan facility fee of $113,335, due and payable on the earlier of July 1, 2016, repayment in full of the Term Loan, or
acceleration of the Indebtedness as provided hereunder; 
 (e) a separate Term Loan facility fee of $262,500, due and payable on the earlier
of the Term Loan Maturity Date, repayment in full of the Term Loan, or acceleration of the Indebtedness as provided hereunder; 

(f) an annual facility fee with respect to the Export Revolving Line, which is due and payable on March 1, 2014 in the
amount of $10,000, and on March 1, 2015 in the amount of $10,000; and 
 (g) all Bank Expenses, as and when they become due.” 

(c) The following is added to the end of Section 6.2 of the Agreement: 

“Notwithstanding anything to the contrary in this Section 6.2, subsequent to the consummation of a Qualified IPO:

 (i) the requirements of Section 6.2(a)(i) and 6.2(a)(ii) shall be of no further force or effect, and in lieu thereof,
Borrowers shall provide to Bank copies of ProteinSimple’s Form 10-Q upon the earlier of 45 days after the end of each of the first three fiscal quarters of each fiscal year of ProteinSimple or upon its filing with the U.S. Securities and
Exchange Commission, and ProteinSimple’s Form 10-K upon the earlier of 90 days after the end of each fiscal year of ProteinSimple or upon its filing with the U.S. Securities and Exchange Commission; 

(ii) the Compliance Certificate shall be delivered together with the delivery to Bank of ProteinSimple’s Forms 10-Q and
10-K; 
 (iii) Bank shall have the right to audit Borrowers’ Accounts (as defined in the GSA and in this Agreement, as
applicable) at Borrowers’ expense, provided that such audit shall occur no more often than annually, unless an Event of Default has occurred and is continuing; 

(iv) no further inventory audits shall be required, unless an Event of Default has occurred and is continuing; and 

  
 2 








 (v) no further inventory trend reports shall be required, unless an Event of
Default has occurred and is continuing” 
 (d) Section 6.6 of the Agreement is hereby amended and restated in its
entirety as follows: 
 “6.6 Primary Depository. Prior to the consummation of a Qualified IPO, Borrowers shall
maintain at all times all of their respective domestic depository and operating accounts with Bank, their primary investment accounts with Bank or Bank’s Affiliates, and Cash on deposit with the Bank in an amount not less than $3,500,000.
Subsequent to the consummation of a Qualified IPO, the Borrowers shall maintain on deposit with Bank or Bank’ s Affiliates the greater of (a) $3,500,000 or (b) 20% of all of Borrowers’ domestic depository, operating, and
investment accounts. Any Cash not held at Bank shall be subject to a control agreement in favor of Bank in form and substance reasonably satisfactory to Bank.” 

(e) Section 6.7(a) of the Agreement is hereby amended and restated in its entirety as follows: 

“(a) Adjusted Quick Ratio. 

(1) Prior to the consummation of a Qualified IPO, a ratio of (i) Borrowers’ Cash on deposit with the Bank plus trade
accounts receivable outstanding less than 90 days past the invoice date, to (ii) Current Liabilities plus (to the extent not already included therein) all Indebtedness to Bank, less Deferred Maintenance Contract Revenue, less any liability
arising from any preferred stock warrant, less deferred rent liability, of (A) as of February 28, 2013, and as of the end of each month thereafter that is not the end of a fiscal quarter, at least 0.55 to 1.00, and (B) as of
December 31, 2013 and as of the end of each fiscal quarter thereafter, at least 0.70 to 1.00; and 
 (2) Subsequent to
the consummation of a Qualified IPO, a ratio of (i) Borrowers’ Cash on deposit with the Bank plus trade accounts receivable outstanding less than 90 days past the invoice date, to (ii) Current Liabilities plus (to the extent not
already included therein) all Indebtedness to Bank, less Deferred Maintenance Contract Revenue, less any liability arising from any preferred stock warrant, less deferred rent liability, of at least 1.50 to 1.00, tested as the end of each fiscal
quarter of Borrowers.” 
 (f) Section 6.7(b) of the Agreement is hereby amended and restated in its entirety as
follows: 
 “(b) Rolling Revenues. Rolling Revenues for the 3 month period most recently ended shall be not less
than, as of the dates set forth below, the corresponding minimum amount, provided that for June 30, 2014, September 30, 2014 and December 31, 2014, Borrower shall be in satisfaction of this covenant if it has attained the
cumulative year to date Rolling Revenue amount specified below. Thereafter, Rolling Revenues, and the cumulative year to date Rolling Revenue amount, shall be not less than levels to be reset by January 31st of each year by Bank based on the
projections that have been approved by each Borrower’s Board of Directors and by Bank. 

  
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	 March 31, 2014
	  	-	 	$10,425,000	 	
	 April 30, 2014
	  	-	 	$10,840,000	 	
	 May 31, 2014
	  	-	 	$11,890,000	 	
	 June 30, 2014
	  	-	 	$12,450,000	 	($22,875,000 cumulative year to date)
	 July 31, 2014
	  	-	 	$12,475,000	 	
	 August 31, 2014
	  	-	 	$12,150,000	 	
	 September 30, 2014
	  	-	 	$12,625,000	 	($35,500,000 cumulative year to date)
	 October 31, 2014
	  	-	 	$14,000,000	 	
	 November 30, 2014
	  	-	 	$14,830,000	 	
	 December 31, 2014
	  	-	 	$15,660,000	 	($51,160,000 cumulative year to date).

 Notwithstanding the preceding, upon the consummation of a Qualified IPO, the Rolling Revenues
covenant shall only be tested as of the end of each fiscal quarter of Borrowers. 
 (g) Section 6.7(c) is hereby amended
and restated in its entirety as follows: 
 “(c) Leverage Ratio. Prior to the consummation of a Qualified IPO,
(i) A ratio of (1) the sum of 100% of the Borrower’s Cash maintained at the Bank, plus 100% of the Eligible Accounts, plus 31% of Borrower’s gross Inventory, to (2) all outstanding Obligations of not less than 1.00 to 1.00
as of the end of each March, June, September, and December of each year; and (ii) a ratio of (1) the sum of 100% of the Borrower’s Cash maintained at the Bank, plus 100% of the Eligible Accounts, plus 31% of Borrower’s gross
Inventory, plus $1,000,000 to (2) all outstanding Obligations of not less than 1.00 to 1.00 as of the end of each January, February, April, May, July, August, October, and November of each year. Subsequent to the consummation of a Qualified
IPO, Borrowers shall have no further obligation to comply with the Leverage Ratio covenant.” 
 (h) Section 7.3 of
the Agreement is hereby amended and restated in its entirety as follows: 
 “7.3 Mergers or Acquisitions. Merge or
consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other business organization (other than mergers or consolidations of a Subsidiary into another Subsidiary or into a Borrower), or acquire, or permit any of its
Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person except where (i) the cash purchase consideration for such transactions does not exceed $250,000 in any fiscal year or, subsequent to the
consummation of a Qualified IPO, $20,000,000 in the aggregate for all such transactions consummated on or after March 18, 2014, (ii) no Event of Default has occurred, is continuing or would exist after giving effect to such transactions,
(iii) such transactions do not result in a Change of Control, (iv) in the case of a merger or consolidation involving a Borrower, such Borrower is a surviving entity (v) after giving effect to each such transaction, the sum of the
Borrower’s aggregate Cash held at the Bank plus the availability under the Domestic Revolving Line and the Export Revolving Line as of the date of each such transaction, shall be not less than $10,000,000, (vi) such transactions are with a
business or Person engaged in a line of business which is compatible with, or reasonably related, similar, incidental, ancillary or complementary to, the business of Borrowers, (vii) such transactions do not result in the purchase of margin
stock (within the meaning of Regulations T and U of the Board of Governors of the Federal Reserve System), and (viii) Borrowers shall have provided such further documents and information as Bank may reasonably request in connection with each
such transaction.” 

  
 4 








 (i) The following definitions are hereby added to Exhibit A to the Agreement in
the appropriate alphabetic order: 
 “Equity Interests” means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership units or interests and membership interests, and any and all warrants,
rights or options to purchase or other arrangements or rights to acquire any of the foregoing. 
 “Qualified IPO”
means the issuance by ProteinSimple of its common Equity Interests and the contribution of net proceeds of such issuance to Borrower of not less than $20,000,000, by way of an underwritten primary public offering in the United States, pursuant to an
effective registration statement filed with the U.S. Securities and Exchange Commission (or any Governmental Authority succeeding to any of its principal functions) in accordance with the Securities Act and such Equity Interests are listed on a
nationally-recognized stock exchange in the United States. For greater certainty, an underwritten primary public offering meeting the foregoing requirements will be a “Qualified IPO” whether conducted alone or together with a secondary
public offering, and a public offering of securities which are issued solely in connection with a business combination transaction or pursuant to an employee benefit plan or similar compensatory arrangement will not constitute an underwritten
primary public offering. 
 “Securities Act” means the Securities Act of 1933, as amended from time to time, and
any successor statute 
 (j) The definition of “Domestic Borrowing Base” in Exhibit A to the Agreement is hereby
amended and restated as follows: 
 “ ‘Domestic Borrowing Base’ means an amount equal 80% of Eligible Domestic
Accounts less Priority Payables, as determined by Bank with reference to the most recent Domestic Borrowing Base Certificate delivered by Borrowers. Bank shall convert the amount of any Eligible Domestic Account outstanding in Canadian Dollars to
the Equivalent Amount in U.S. Dollars for the purpose of calculating the Domestic Borrowing Base.” 
 (k) The definition
of “Domestic Revolving Line” in Exhibit A to the Agreement is hereby amended and restated as follows: 
 “
‘Domestic Revolving Line’ means a Credit Extension to Borrowers of up to $8,000,000 (inclusive of any amounts outstanding under the Letter of Credit Sublimit and the Credit Card Services Sublimit).” 

(l) The definition of “Eligible Foreign Accounts” in Exhibit A to the Agreement is hereby amended and restated in its
entirety as follows: 
 “ ‘Eligible Foreign Accounts’ means Accounts with respect to which the account debtor
does not have its principal place of business in the United States or Canada (“Foreign Accounts”) and that are (i) supported by foreign credit insurance acceptable to 

  
 5 








 
the Bank or one or more letters of credit in an amount and of a tenor, and issued by a financial institution, acceptable to Bank, or (ii) approved by Bank on a case-by-case basis. Bank
hereby agrees that up to $1,500,000 of Foreign Accounts of ProteinSimple Canada shall be deemed Eligible Foreign Accounts. All Eligible Foreign Accounts must be calculated in U.S. Dollars.” 

(m) Clause (e) of the definition of “Permitted Investments” in Exhibit A to the Agreement is hereby amended and
restated as follows: 
 “(e) Investments of Subsidiaries in or to other Subsidiaries or a Borrower and Investments by a
Borrower in Subsidiaries not to exceed $500,000 (or, subsequent to the consummation of a Qualified IPO, $2,000,000) in the aggregate in any fiscal year;” 

(n) Clause (l) of the definition of “Permitted Investments” in Exhibit A to the Agreement is hereby amended and
restated as follows: 
 “(l) investments in commercial paper given the highest rating by two established national credit
rating agencies in Canada or the United States and maturing not more than 90 days from the date of acquisition thereof; 

(m) other investments made in accordance with ProteinSimple’s board-approved investment policy as in effect from time to
time; provided that such investment policy is reasonably satisfactory to Bank; and 
 (n) Investments permitted by
Section 7.3.” 
 (o) The definition of “Revolving Maturity Date” in Exhibit A to the Agreement is hereby
amended and restated as follows: 
 “ ‘Revolving Maturity Date’ means March 1, 2016.” 

(p) The definition of “Term Loan Maturity Date” in Exhibit A to the Agreement is hereby amended and restated as
follows: 
 “ ‘Term Loan Maturity Date’ means March 1, 2018.” 

(q) Exhibit E to the Agreement is amended and Restated with Exhibit E hereto. 

(r) Exhibit G to the Agreement is amended and Restated with Exhibit G hereto. 

3. Amendment to the Addendum. Subject to the satisfaction of the conditions precedent as set forth in Section 4 hereof, the
Addendum is hereby modified as follows: 
  

	 	(a)	The definition of “Applicable Margin” in Section 1 (c) of the Addendum is amended and restated in its entirety as follows: 


“(c) ‘Applicable Margin’ means (a) as to each Advance under the Domestic Revolving Facility, three quarters
of one percent (0.75%), (b) as to each Advance under the Export Revolving Facility, one half of one percent (0.50%), and (c) as to each Advance under the Term Loan, one and three tenths percent (1.30%).” 

  
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 4. Swap Obligations. Bank and Borrowers agree that notwithstanding anything to the
contrary in the Agreement, the term “Obligation” shall not include as to any Borrower any obligation of any other Borrower to Bank with respect to a “swap,” as defined in Section 1(a)(47) of the Commodity Exchange Act
(“CEA”), entered into on or after October 12, 2012, if at the time that swap is entered into, the Borrower which is not a party to the swap is not an “eligible contract participant,” as defined in Section 1(a)(18) of
the CEA. 
 5. Legal Effect. The effectiveness of this Amendment is conditioned upon (i) receipt by Bank of this Amendment, and
any other documents which Bank may require to carry out the terms hereof, including, but not limited to those set forth on any closing checklist, (ii) receipt of a $25,000 restructuring fee which shall be due and payable on the date of this
Amendment and shall be deemed fully earned when paid, and (iii) receipt by Bank of the Expenses set forth in Section 5 of this Amendment. Except as specifically set forth in this Amendment, all of the terms and conditions of the Agreement
remain in full force and effect. 
 6. Recertification of Authority. Each Borrower hereby represents and warrants that the
Certificate of Incorporation, Bylaws (or other equivalent organizational documents, in the case of ProteinSimple Canada) and Resolutions most recently delivered to Bank (a) remain in full force and effect, (b) have not been revised,
rescinded or repealed in any material respect and (c) may continue to be relied upon by Bank until written notice to the contrary is received by Bank. 

7. Expense. Borrower shall promptly pay all out-of-pocket fees, costs, charges, expenses, and disbursements of Bank incurred in
connection with the preparation, execution, and delivery of this Amendment, and the other documents contemplated by this Amendment, including all legal fees and expenses. 

8. Integration. This is an integrated Amendment and supersedes all prior negotiations and agreements regarding the subject matter
hereof. All amendments hereto must be in writing and signed by the parties. 
 [End of Amendment – Signature Page
Follows] 

  
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 IN WITNESS WHEREOF, the parties have agreed as of the date first set forth above. 

 

			
	PROTEINSIMPLE
		
	 By:
	 	 /s/ Jason Novi

	 Title: CFO

	
	 PROTEINSIMPLE LTD.

		
	 By:
	 	 /s/ Jason Novi

	 Title: CFO

	
	 COMERICA BANK

		
	 By:
	 	 /s/ Kim Crosslin

		 	Kim Crosslin
	 Title: Vice President




  
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 EXHIBIT E 

DOMESTIC BORROWING BASE CERTIFICATE 
  

							
	
Borrower: PROTEINSIMPLE and PROTEINSIMPLE LTD.

Lender: Comerica Bank
	   

  
	  	
	 Commitment Amount:
$8,000,000
	   
	  	
		
	 DOMESTIC ACCOUNTS RECEIVABLE
	   
	  	
			
	 1. Accounts Receivable Book Value as of Month Ending
	  				  	
	 2. +Billings
	  				  	
	 3. – Collections
	  				  	
		  	  
	  
	 	  	
	 4. Ending Accounts Receivable Balance as of Current Month Ending
	  				  	
	
	 DOMESTIC ACCOUNTS RECEIVABLE DEDUCTIONS

(without duplication)

			
	 5. Account balances > 90 days from invoice date
	  				  	
	 6. Credit Balances > 90 days from invoice date
	  	$	0	  	  	
	 7. Balance of 25% over 90 day accounts
	  	$	0	  	  	
	 8. Concentration Limit of 25%
	  				  	
	 9. Governmental Accounts
	  	$	0	  	  	
	 10. Contra Accounts
	  	$	0	  	  	
	 11. Pre-billed or Advanced Billed
	  	$	0	  	  	
	 12. Intercompany/Employee Accounts
	  				  	
	 13. Foreign Accounts (other than Eligible Foreign Accounts)
	  				  	
		  	  
	  
	 	  	
	 14. Other (please explain on reverse)
	  	$	0	  	  	
		  	  
	  
	 	  	
	 15. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS
	  				  	
	 16. Eligible Accounts (#4 minus #15)
	  				  	
		  				  	  

	 17. LOAN VALUE OF ACCOUNTS (80% of #16)
	  				  	
	 18. Principal Balance of Domestic Revolving Line
	  	$	                	  	  	
		  	  
	  
	 	  	
	 19. Amount remaining to be advanced (repaid) (#17 - #18)
	  	$	                	  	  	
		  	  
	  
	 	  	
	
	The Undersigned represents and warrants that the foregoing is true, complete and correct, and that the information reflected in this Domestic Borrowing Base Certificate complies with the representations and warranties
set forth in the First Amended and Restated Loan and Security Agreement by and among the undersigned and Comerica Bank.

 [Signature Page Follows] 

  
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 [Signature Page to Domestic Borrowing Base Certificate] 

 

											
	 PROTEINSIMPLE
	 		  		  		  		  	


											
						
	 Certification by:
	 	  
	  		  		  		  	


													
							
	 Signature:
	 	  
	  		  		  	Date:	 	
                     
        
	  	


											
						
	 PROTEINSIMPLE LTD.
	 		  		  		  		  	


											
						
	 Certification by:
	 	  
	  		  		  		  	


													
							
	 Signature:
	 	  
	  		  		  	Date:	 	
                     
        
	  	


  
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 EXHIBIT G 

COMPLIANCE CERTIFICATE 
  

			
	 TO:
	  	COMERICA BANK
		
	 FROM:
	  	PROTEINSIMPLE and PROTEINSIMPLE LTD.

 The undersigned authorized officers of PROTEINSIMPLE and PROTEINSIMPLE LTD. hereby certify that in accordance
with the terms and conditions of the First Amended and Restated Loan and Security Agreement by and among Borrower and Bank (as amended from time to time, the “Agreement”), (i) Borrower is in complete compliance for the period ending
            with all required covenants except as noted below and (ii) except as may be set forth below, all representations and warranties of Borrower stated in the Agreement are true
and correct in all material respects as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officers further certify that except as otherwise permitted these are prepared in accordance with
Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. 

Please indicate whether a Qualified IPO has been consummated. Yes
            No             

Please indicate compliance status by circling Yes/No under “Complies” column. 

 

													
	 Reporting Covenant
	  	 Required
	 	 Complies
	 
	 Monthly financial statements
	  	Monthly within 30 days1	 	 	Yes	  	  	 	No	  
	 Annual (CPA Audited)
	  	FYE within 180 days	 	 	Yes	  	  	 	No	  
	 10K and 10Q
	  	(as applicable)	 	 	Yes	  	  	 
  
	No
 N/A
	 
   

	 A/R & A/P Agings, Domestic Borrowing Base Cert.
	  	Monthly within 20 days	 	 	Yes	  	  	 	No	  
	 Board Approved Budget
	  	On or before 45th day following year end	 	 	Yes	  	  	 	No	  
	 Budgets, sales projections, operating plans and other financial exhibits
	  	Upon request of Bank	 	 	Yes	  	  	 	No	  
	 Inventory Reports
	  	Monthly within 20 days2	 	 	Yes	  	  	 	No	  

  

																	
	 Financial Covenant
	  	 Required 3
	 	  	 Actual
	 	  	 Complies
	 
	 Minimum Adjusted Quick Ratio
	  	 	             to 1:00	  	  	 	             to 1:00	  	  	 	Yes	  	  	 	No	  
	 Rolling Revenues
	  	$	                    	  	  	$	                    	  	  	 	Yes	  	  	 	No	  
	 Leverage Ratio2
	  	 	             to 1:00	  	  	 	             to 1:00	  	  	 	Yes	  	  	 	No	  

  

	1 	Upon consummation of a Qualified IPO, monthly financial reporting shall change to Form 10-Q quarterly (within 45 days of each of the first three quarters of each fiscal year), and annual financial reporting shall change
to Form 10-K annual (within 90 days). 


	2 	Not required subsequent to consummation of a Qualified IPO. 


	3 	See First Amended and Restated Loan and Security Agreement (as amended) for required amount. 


  
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 [Signature Page to Compliance Certificate] 

 

													
	Comments Regarding Exceptions: See Attached.	 		  	BANK USE ONLY
		 		  	Received by:	 	  

	Sincerely,	 		  		 	AUTHORIZED SIGNER
		 		  	Date:	 	  

	  
	 	              
	  	Verified:	 	  

	SIGNATURE	 		  		 	AUTHORIZED SIGNER
	  
	 		  	Date:	 	  

	TITLE	 		  		  		  		  	 
	  
	 		  	Compliance Status	 		  	Yes	  	        No	  	 
	DATE	 		  		 	  

AUTHORIZED SIGNER

	Sincerely,	 		  	Date:	 	  

	  
	 		  	Verified:	 	  

	SIGNATURE	 		  		 	AUTHORIZED SIGNER
	  
	 		  	Date:	 	  

	TITLE	 		  		  		  		  	 
	  
	 		  	Compliance Status	 	Yes	  	        No	  	 
	DATE	 		  	 	  	 	  	 	  	 


  
 12