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Venture Debt Closing Checklist, Funds Flow and Post-Closing Perfection Register

Matter Completion Sheet

MASTER TRANSACTION CONTROL SHEET

1 Transaction Snapshot

1.1 Snapshot Table

1.2 Status Vocabulary

The Closing Coordinator controls this checklist. Each status must be supported by evidence, not assumption. Use Not Started, In Progress, Ready, Satisfied, Waived in Writing, Deferred in Writing, Not Applicable or Blocked. Only the person identified in the authority matrix in Section 2 may mark a condition waived or authorize funding. “Ready” means the deliverable exists in execution form and awaits only release; it is not “Satisfied.”

1.3 Key Terms Used in this Control Document

2 Team and Authority Matrix

2.1 Team Matrix

Maintain full contact details in the secure deal workspace, not in a public form. Changes to wire contacts or Release Authority require independent verification using an Approved Channel.

2.2 Release Authority Register

PART I — CLOSING CHECKLIST

3 Organizational, Authority and Good Standing

Beneficial ownership certification (row 3.9). Bank lenders must identify and verify the beneficial owners of a “legal entity customer” under the FinCEN customer due diligence rule, 31 CFR 1010.230. The rule has two prongs: the ownership prong (each individual who directly or indirectly owns 25 percent or more of the equity interests) and the control prong (one individual with significant responsibility to control, manage or direct the entity, such as the chief executive officer, chief financial officer or president). Non-bank venture lenders are not themselves “covered financial institutions” under that rule, but most require an equivalent certification by contract because their warehouse lenders, depository banks or fund documents demand it. The certification is a factual statement by an officer and should: identify the certifying person and capacity; list each qualifying individual with the information the lender’s form requires; state the date as of which the information is accurate; and be delivered to a restricted folder, not the general binder.

Sanctions screening (row 3.10). Screen every Loan Party, guarantor, beneficial owner, control person, Payoff Creditor and wire beneficiary against the OFAC Specially Designated Nationals and Blocked Persons List and the consolidated sanctions lists, and record the date, tool and result. Screening is a lender compliance requirement, but the Company should also run it because the Agreement will contain sanctions and anti-corruption representations the Company must be able to make. A potential match halts the affected wire until cleared and documented.

Freshness and name accuracy (rows 3.1, 3.6, 3.7 and 3.15). Confirm the freshness standard for certificates (commonly within [5] to [10] business days of closing, with bring-down by telephone or online verification on the funding date), the exact entity names as they appear on the public organic record, jurisdictions and organizational identification numbers. The debtor name on each financing statement must be the name shown on the public organic record (UCC 9-503(a)(1)); a trade name alone is insufficient (UCC 9-503(c)). Do not include sensitive identity materials in the general closing binder unless access is restricted and retention is justified.

4 Principal Financing Documents

4.1 Document Register

Track the execution version, signing parties, signature status, effective date, dating convention and final comparison for each item.

The Closing Coordinator must compare each execution copy against the approved version and resolve missing pages, schedules, inconsistent dates, incorrect legal names and unauthorized material changes before any signature page is released. Record the comparison method (redline against approved version, page count, file hash) in the Final location column.

4.2 Legal Opinions

If the Agreement requires an opinion of Company counsel, settle its scope before documents are final; the opinion drives backup certificates and can delay closing more than any other deliverable.

4.3 Guaranty and Joinder

4.4 Subordination and Intercreditor Arrangements for Existing Convertible Notes and SAFEs

Review every outstanding convertible note, SAFE, side letter and promissory note using the register in 7.2, then decide for each whether the lender requires (a) a subordination agreement signed by the holder, (b) scheduling as permitted indebtedness without a separate agreement, or (c) conversion or repayment at or before closing.

4.5 Warrant

4.6 Fee Letter and Final Payment

4.7 Intellectual-Property Negative Pledge or Springing Lien

4.8 Control Agreements by Account

5 Disclosures and Certificates

Certificate standards (all rows). Every factual certificate should state its capacity, date, knowledge or inquiry standard, reliance materials and exceptions. Do not turn a factual certificate into a legal opinion or cause an officer to certify matters controlled exclusively by the lender (for example, that the lender’s conditions are satisfied “to the lender’s satisfaction”). Officers sign in their corporate capacity only; add that language expressly.

Solvency certificate elements (row 5.6).

Insurance endorsement specifics (row 5.8).

6 Conditions Precedent Matrix

Classify each Condition as applying to signing, the initial advance, a later advance or all advances. Quote or accurately summarize the operative requirement, identify objective evidence and name the person with authority to determine satisfaction. The Agreement controls; this matrix is an index to it, not a substitute.

6.1 Standard Conditions

6.2 Later Advance Conditions

6.3 Waiver and Deferral Protocol

Avoid a blanket statement that all conditions are satisfied until the matrix is complete. If a Condition is discretionary, state who exercises the discretion and preserve the written determination. A Condition is not waived by silence, circulation of an incomplete checklist or funding preparation. Every waiver or deferral must: identify the Condition by Agreement section; state whether it is waived permanently or deferred to a date; name the Post-Closing Item it becomes (Section 14); be signed or sent by the lender officer named in 2.2; and be filed in the binder tab for Section 6.

6.4 When the Lender’s Checklist and the Company’s Checklist Disagree

Venture lenders’ counsel usually circulate and control the closing checklist. The Company should maintain a mirror checklist keyed to the same Agreement sections. When the two disagree:

1. Reconcile to the Agreement, not to either checklist. For each disputed item, locate the Agreement section that makes it a Condition. If no section does, the item is a lender request, not a Condition; it may be agreed as a Post-Closing Item or declined, but it cannot block funding under the Agreement.
2. Classify the disagreement. Distinguish (a) whether a document exists or is final, (b) whether a Condition is satisfied, (c) whether a Condition is discretionary, and (d) whether an item is a Condition at all. Only (b) and (c) involve judgment; (a) and (d) are verifiable.
3. Resolve status language. Replace subjective entries (“in good shape,” “almost there”) with the vocabulary in 1.2 and the evidence that supports it.
4. Escalate in writing within [1] business day to the named lender officer and Company officer in 2.2 with the Agreement section quoted. Do not let the closing call be the first time the disagreement is raised.
5. Record the outcome on the Master Checklist and in Section 6 as satisfied, waived in writing, deferred in writing or removed as not a Condition.
6. Never fund on inconsistent lists. If the two checklists still disagree on any Condition at the time of the closing call, the Closing Coordinator records the item as Blocked and the call does not proceed to release.

7 Diligence and Existing Obligations

Confirm completion and review of:

• organizational, capitalization and authority diligence;
• debt, lien and UCC searches under current and former names (7.1);
• deposit, securities and payment-processor accounts (4.8);
• intellectual-property ownership, material licenses and recorded interests;
• material contracts containing liens, negative pledges, debt restrictions or change-of-control provisions;
• litigation, judgments, taxes and governmental claims;
• insurance and loss-payee or additional-insured requirements (Section 5, Insurance Endorsement Specifics);
• existing financing, equipment leases, merchant advances, convertible instruments and guarantees (7.2 and 7.3); and
• government grants, awards and restricted funds (7.4).

Document the search date, through-date, jurisdiction, names searched, exceptions and disposition. A search report is not a legal conclusion about priority and may not capture unfiled or non-UCC interests, statutory liens, possessory liens, federal or state tax liens filed in other offices, or interests perfected by control or possession.

7.1 Lien Search Strategy

7.2 Existing Convertible Notes and SAFEs

Convertible notes are indebtedness and will be scheduled and, in most facilities, subordinated. A SAFE is not indebtedness under its standard form, but review each instrument and side letter for a maturity date, repayment right, interest accrual, redemption right or a cash-out right that is not expressly junior to indebtedness; any such term makes the instrument debt-like for the lender’s purposes. Confirm whether any instrument requires the holder’s consent to the incurrence of senior secured debt. Treat the disposition of each instrument as a Condition (CP-12) and record it in 4.4.

7.3 Equipment Leases and Merchant Cash Advances

For each item identified, record it in Section 8 with its disposition. Equipment leases that are true leases may remain in place as permitted liens if the UCC-1 is limited to the leased equipment; capital leases are indebtedness subject to the permitted-indebtedness basket. Merchant cash advances almost always require payoff at closing because their blanket receivables filings are senior in time; obtain a payoff letter and escrowed termination per Section 8 and confirm the agreement does not contain a confession of judgment or personal guaranty that survives.

7.4 Government Grants, Awards and Restricted Funds

Equipment and intangible property acquired with federal awards are held subject to a property trust relationship and use and disposition conditions under the Uniform Guidance (2 CFR Part 200); encumbering such property without agency approval may breach the award. Inventions conceived under federal funding are “subject inventions” under the Bayh-Dole Act, carrying a non-exclusive government license and march-in rights that survive any lien. Grant advances held in a segregated account are frequently restricted and should be excluded from collateral and from control agreements. Record each award’s restriction and the disposition agreed with the lender; the Agreement’s collateral exclusions and permitted-liens schedule must match.

8 Payoff, Release and Subordination

For every existing secured or subordinated obligation, record:

Confirm per diem, fees, prepayment charges, contingent obligations, cash collateral, returned originals and release timing. Review blanket lien releases for accuracy and ensure they do not terminate liens that should remain (for example, a lender’s own pre-filed UCC-1 or a permitted equipment lessor’s filing).

8.1 Payoff Letter Contents Checklist

8.2 Escrowed Termination Mechanics

8.3 Sequencing Payoffs with Lien Releases

8.4 Subordination of Remaining Debt

For debt that remains outstanding, record the subordination agreement in 4.4 and 7.2, confirm the Agreement’s permitted-indebtedness schedule lists it, and calendar any standstill or payment-blockage notice mechanics in Section 16.

9 Collateral and Perfection at Closing

9.1 Filing

For each UCC financing statement, identify the debtor name exactly as required, jurisdiction, filing office, collateral description, filer, authorization, target time, file number and evidence. Do not use a generic “all assets” description unless it matches the executed grant and approved filing strategy. A financing statement may be filed before the security agreement is signed (UCC 9-502(d)), but pre-filing requires the debtor’s separate authenticated authorization (UCC 9-509(a)); once the security agreement is signed, it supplies the authorization for the collateral it describes (UCC 9-509(b)). Record the authorization relied on in 9.5.

9.2 Control

Track each deposit account, securities account, commodities account, payment processor and electronic chattel-paper system requiring control (4.8). State whether the account is excluded, subject to a threshold, maintained with the lender, covered by an agreement or permitted temporarily. Control is the only method of perfection for a deposit account as original collateral (UCC 9-312(b)(1), 9-104).

9.3 Possession and Special Assets

Track certificated securities, instruments, tangible chattel paper, titled goods, fixtures, letter-of-credit rights, commercial tort claims and other collateral requiring possession, notation, specific description or special filing. Commercial tort claims must be described with specificity in the security agreement (UCC 9-108(e)) and after-acquired commercial tort claims are not covered by a general grant (UCC 9-204(b)(2)); the Agreement should require notice and a supplement when a claim arises.

9.4 Intellectual Property

State whether IP is current collateral, excluded, subject to a negative pledge or subject to a springing lien (4.7). Identify each UCC and federal or foreign recordation step separately; do not assume one action substitutes for another. Under the prevailing view, security interests in patents and trademarks are perfected by UCC filing and recorded at the USPTO for notice against later purchasers, while security interests in registered copyrights are perfected by recordation in the Copyright Office and in unregistered copyrights by UCC filing.

9.5 Per-Jurisdiction Filing and Recordation Table

9.6 Landlord, Bailee and Warehouse Waiver Tracking

Several states grant landlords a statutory lien on tenant property located on the premises (for example, Florida Statutes § 83.08 for nonresidential tenancies); waivers address both statutory and lease-based liens. Co-working operators and data centers commonly refuse waivers; contract manufacturers and logistics providers will often sign a bailee acknowledgment that also serves perfection purposes under UCC 9-313(c).

9.7 Subsidiary Joinders and Equity Pledges

Confirm the Agreement’s subsidiary covenant: new subsidiaries must join as guarantors and grantors (or have their equity pledged) within the stated period, deliver organizational documents and good standings, and update the perfection certificate. Calendar the obligation in Section 16 as event-driven.

9.8 Intercompany Notes and Receivables

Intercompany obligations should be documented by a single global intercompany note, pledged and delivered to the lender with an endorsement, and subordinated under the Agreement or a separate intercompany subordination agreement. Confirm transfer-pricing and withholding treatment for payments to or from foreign subsidiaries with tax counsel.

PART II — FUNDS FLOW AND RELEASE

10 Sources and Uses

Total sources must equal total uses. Reconcile every fee and deduction to the signed document authorizing it using the table in 4.6. Identify amounts that are estimates, subject to later invoice or netted from proceeds. Confirm that net proceeds to the Company equal the amount the Company expects to receive in its operating account and that the receiving account is not one the lender may block.

11 Wire Register and Security Protocol

11.1 Wire Register

Maintain full wire instructions only in the approved encrypted workspace or payment platform. The circulated funds-flow memorandum should show beneficiary legal name, purpose, amount, bank name, masked account and verification status.

11.2 Verification Protocol

1. Every wire instruction is verified by telephone to an Approved Channel recorded in Section 2 before the transaction began, never to a number in the email or document containing the instruction.
2. The verifier reads back the beneficiary name, bank, routing number and the full account number and records the person reached, the number dialed, the date and time and the details confirmed in Schedule 3.
3. The verifier is not the person who received the instruction or who will release the wire.
4. Any new or changed instruction, however explained, restarts the protocol and requires a second person to repeat the callback. A change received on the funding date is presumed fraudulent until verified.
5. Payoff Creditor instructions are verified against the payoff letter and by callback to the Payoff Creditor’s contact listed in Section 2, not to a contact supplied with the letter.
6. The lender’s operations team conducts its own verification; the Company does not rely on it and the lender does not rely on the Company’s.
7. A suspected compromise stops release and activates 11.3.

11.3 Wire-Fraud Incident Response Procedure

12 Funding Release Conditions

12.1 Electronic Signature and Execution Protocol

12.2 Closing Call Script

The Closing Coordinator conducts the call from the Master Checklist. Record the call if all parties consent, and in any case keep a contemporaneous log.

1. Roll call and authority. “[CLOSING COORDINATOR]: Please state your name, organization and role. Confirm that the Release Authorities named in Section 2.2 are present: [COMPANY OFFICER], [COMPANY COUNSEL], [LENDER OFFICER], [LENDER COUNSEL], [PAYOFF CREDITOR OR ESCROW HOLDER].”
2. Execution versions. “[LENDER COUNSEL] and [COMPANY COUNSEL]: Confirm that the execution versions circulated at [TIME] on [DATE], identified by document list and file identifiers in Section 4.1, are the final versions and that no changes have been made since.”
3. Signature pages. “[EACH COUNSEL]: Confirm that your client’s signature pages to each document on the list are held in escrow and that you have authority to release them on the terms in Section 12.1.”
4. Conditions walk-through. “[CLOSING COORDINATOR]: We will go through Sections 6.1 and 6.2 by row. For each Condition the named reviewer will state Satisfied, Waived in Writing with the waiver identified, or Deferred in Writing with the deadline identified. Any other status stops the call.” Proceed CP-01 through CP-24 and any later-advance Conditions.
5. Waivers and deferrals. “[LENDER OFFICER]: Confirm that each waiver and deferral identified is in writing, signed or sent by you, and will be delivered to the binder today.”
6. Payoff. “[PAYOFF CREDITOR OR COUNSEL]: Confirm the payoff amount of $°Úâ—® good through [DATE] with per diem of $°Úâ—®, that the escrowed terminations are held under the instructions in Section 8.2, and that you will confirm receipt in writing by email to [ADDRESSES] upon receipt.”
7. Funds flow. “[COMPANY FINANCE] and [LENDER OPERATIONS]: Confirm the funds flow dated [DATE] totals $°Úâ—® in sources and uses, and read each wire by beneficiary, amount and the last four digits of the account. Confirm each has been independently verified and logged in Schedule 3 and screened under Section 3.10.”
8. Filings. “[FILING AGENT]: Confirm the status of each filing in Section 9.5: pre-filed with acknowledgment, ready to file on release, or deferred in writing.”
9. Release. “[CLOSING COORDINATOR]: Hearing no Blocked items, I ask each Release Authority to state ‘released’ for the record. [COMPANY OFFICER]: released. [COMPANY COUNSEL]: released. [LENDER OFFICER]: released. [LENDER COUNSEL]: released. The time is [TIME] [TIME ZONE] on [DATE]. Signature pages are released and documents are dated today.”
10. Wire initiation. “[LENDER OPERATIONS]: Confirm that the wires have been initiated and provide reference numbers as they are available.”
11. Post-closing read-out. “[CLOSING COORDINATOR]: The Post-Closing Items in Section 14 are PC-01 through PC-°Úâ—®, with the owners and deadlines stated. Each owner confirms.”
12. Close. “[CLOSING COORDINATOR]: The call is concluded at [TIME]. Confirmation of receipt by the Payoff Creditor, release of terminations and filing acknowledgments will be circulated by email today.”

12.3 Release Confirmation

Immediately before release, the authorized lender and Company representatives confirm:

1. Final documents are signed or held under valid release instructions (12.1).

2. Required approvals and certifications are effective.

3. Applicable Conditions are satisfied or covered by an authorized written waiver or deferral (6.3).

4. No stop instruction, injunction or known compromise prevents funding (11.3).

5. Payoff and lien-release mechanics are synchronized (8.2 and 8.3).

6. Funds flow balances and wires are independently verified (11.2).

7. Required filings are accepted, queued under approved instructions or validly deferred (9.5).

8. The precise funding date, time, time zone and release statement are recorded.

13 Post-Funding Reconciliation

Within [NUMBER] business day[s] after funding, confirm bank references, amounts received, payoff receipt, fee deductions, filing acknowledgments and any returned or rejected payment. Variances must be escalated immediately and recorded with correction steps. Update principal balances, debt schedules, capitalization records and accounting entries.

13.1 Key Economic and Compliance Dates Established at Funding

PART III — POST-CLOSING PERFECTION AND COVENANT REGISTER

14 Post-Closing Action Register

Confirm whether missing an item creates an event of default, a condition failure for the next tranche, a pricing change or merely a covenant breach, and record the answer in the Consequence column from the Agreement text, not from the lender’s checklist.

15 Perfection Evidence Register

Review acknowledgments for correct names, jurisdictions and collateral. A filing’s acceptance does not establish attachment, perfection or priority. The filing date for lapse purposes is the date and time shown on the filing office’s acknowledgment (UCC 9-516 and 9-519), not the date the record was prepared or signed; use the acknowledgment date to calculate the Lapse Date. Record continuation windows and changes that may require amendment, including legal-name, jurisdiction or organizational changes (17.2).

16 Covenant and Notice Calendar

Calendar both the contractual deadline and an internal preparation date. Include grace periods only as escalation information; do not use them as routine due dates.

17 Continuation, Amendment and Release Calendar

Track UCC continuation windows, intellectual-property maintenance or recordation updates, control-agreement changes, subsidiary formations, debtor name or jurisdiction changes, payoff dates and release deliverables. Assign a responsible person independent of the original deal team so the register survives personnel changes.

17.1 UCC Continuation and Lapse Calculator

A filed financing statement is effective for five years after the date of filing (UCC 9-515(a)). A continuation statement may be filed only within the six months before the Lapse Date (UCC 9-515(d)); one filed earlier is ineffective (UCC 9-510(c)). On lapse, the security interest becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value (UCC 9-515(c)). A timely continuation extends effectiveness for five years from the original Lapse Date (UCC 9-515(e)), and successive continuations are permitted.

Worked example with placeholder dates: a UCC-1 acknowledged as filed on 15 October 2026 lapses on 15 October 2031; the Continuation Window opens on 15 April 2031; the internal target is 15 May 2031; the final internal deadline is 24 September 2031; a continuation filed in the window extends effectiveness to 15 October 2036. Apply the same calculation to each guarantor’s filing, each fixture filing and any District of Columbia filing. Fixture filings and filings against transmitting utilities have different durations in some circumstances; confirm with the filing office. Federal recordations (USPTO, Copyright Office) do not lapse but should be refreshed when the underlying IP schedule changes.

17.2 Name, Jurisdiction and Structure Change Triggers

17.3 Annual Perfection Review Protocol

Conduct the review on each anniversary of the funding date, before each later tranche draw and after any trigger event in 17.2. The reviewer should be independent of the original deal team.

18 Closing Binder and Record Retention

The final binder should follow the index in Schedule 1 and contain:

• an index with document title, date, parties and final version;
• signed principal and ancillary documents;
• authority documents and approval evidence;
• final certificates and disclosure schedules;
• filing, search, control, payoff and release evidence;
• final funds flow, funding confirmation and the Schedule 3 callback log;
• the Schedule 2 signature-page release log, escrow instructions and platform audit certificates;
• legal opinions, if any, in their permitted reliance folders;
• post-closing register, completion evidence and the executed Exhibit A certificate; and
• a record of superseded drafts or privileged material maintained separately under applicable policy.

Use access controls appropriate to personal data, banking information, privileged advice and trade secrets. Keep KYC, beneficial-ownership and full wire instructions in a restricted folder separate from the general binder. Remove editing comments, tracked changes and unnecessary hidden metadata from final execution files while preserving legally required records. Retain the binder for at least the life of the facility plus the longest limitations period applicable to the Loan Documents, and retain perfection evidence until every lien is released of record.

19 Completion Certification

The Closing Coordinator may mark the transaction administratively complete only when all closing items are satisfied or validly waived and each Post-Closing Item is completed, formally extended or transferred to the covenant calendar with an accountable owner, and the post-closing certificate in Exhibit A has been delivered.

Prepared by: [NAME / ORGANIZATION]
Last updated: [DATE AND TIME ZONE]
Reviewed by Company counsel: [NAME / DATE]
Reviewed by Lender counsel: [NAME / DATE]
Administrative completion date: [DATE]

Schedule 1 — Closing Binder Index Template

Instructions: assign each document a tab number in the order below; record the execution form (wet ink, electronic platform, or scanned PDF), the location of any original, and the access level (General, Restricted or Privileged). Every item in Sections 4, 5, 6, 8, 9, 11, 12 and 14 must appear here or be marked Not Applicable with the reason.

Schedule 2 — Signature Page Escrow and Release Log

Instructions: complete one row per party per document. “Held by” is the counsel holding the pages. “Release evidence” is the email, recording timestamp or platform event that evidences release by the Release Authority named in 2.2. Pages are not attached, dated or deemed delivered until the Release time is entered.

Escrow terms applicable to all pages (confirm or replace): the pages listed below are delivered to the holder in escrow and as agent for the signing party; they are not delivered, effective or dated until released; the sole release trigger is the written or recorded confirmation described in Section 12.1; if release has not occurred by [OUTSIDE DATE AND TIME, TIME ZONE], the holder will destroy or return the pages and confirm in writing; the holder may not attach the pages to any document version other than the final execution version identified in Section 4.1.

Failed closing confirmation (complete only if applicable): “The undersigned holder confirms that all pages listed above were [destroyed / returned] on [DATE] and that no document was delivered.” Holder: [NAME / ORGANIZATION / DATE].

Schedule 3 — Wire Verification and Callback Log

Instructions: one row per wire and one additional row per change to any instruction. The verifier may not be the person who received the instruction or who releases the wire. Record the Approved Channel used and the source of that channel (Section 2 record established on [DATE]). Keep this log in the restricted folder; the circulated funds flow shows masked accounts only.

Incident entry (complete only if 11.3 was activated): date and time of suspicion; wire affected; actions taken by step; bank and law-enforcement reference numbers; insurer claim number; outcome.

Exhibit A — Post-Closing Certificate

POST-CLOSING CERTIFICATE

To: [LENDER / AGENT]
From: [COMPANY], a [STATE] [corporation / limited liability company] (the “Company”)
Date: [DATE]
Reference: Loan and Security Agreement dated as of [DATE] among the Company, [GUARANTORS] and [LENDER] (as amended, the “Agreement”); Section °Ú§±Õ (Post-Closing Obligations)

The undersigned, [NAME], the [TITLE] of the Company, solely in that capacity and not individually, certifies to the Lender as follows as of the date above:

1. Post-Closing Items. Each item required to be delivered or completed under Section °Ú§±Õ of the Agreement and listed in the register attached as Annex 1 has been completed on the date and in the manner stated in Annex 1, except the items identified in Annex 1 as outstanding, for each of which the Lender’s written extension dated [DATE] is attached as Annex 2.

2. Perfection evidence. Attached as Annex 3 are (a) file-stamped acknowledgments for each financing statement and fixture filing listed in Section 9.5 of the Company’s closing register, (b) evidence of each termination of a prior lien released at closing, (c) executed control agreements for each deposit and securities account not excluded under the Agreement, (d) recordation notices for each intellectual-property recordation required by the Agreement, and (e) local counsel confirmations for each foreign-law step required by the Agreement.

3. No change. Since the funding date, except as described in Annex 4, no Loan Party has changed its legal name, jurisdiction of organization, organizational type or chief executive office, opened or closed any deposit or securities account, formed or acquired any subsidiary, acquired any titled goods or registered intellectual property, or become aware of any commercial tort claim, in each case that would require notice or a further perfection step under the Agreement.

4. Insurance. Attached as Annex 5 are the endorsements required by Section °Ú§±Õ of the Agreement, naming the Lender as lender’s loss payee and additional insured as applicable, and providing the notice of cancellation the Agreement requires.

5. Representations; no default. To the knowledge of the undersigned after reasonable inquiry, the representations and warranties of the Loan Parties in the Agreement that relate to the matters in paragraphs 1 through 4 are true and correct in all material respects on the date hereof, and no Default or Event of Default has occurred and is continuing as a result of any failure to complete a Post-Closing Item.

6. Reliance; capacity. This certificate is delivered to satisfy Section °Ú§±Õ of the Agreement and may be relied on by the Lender for that purpose. Nothing in this certificate constitutes a legal opinion or a certification as to any matter within the exclusive knowledge or discretion of the Lender.

[COMPANY]

By: ______________________
Name: [NAME]
Title: [TITLE]

Annex 1 — Post-Closing Register (Section 14 of the closing register, completed with dates and evidence references)
Annex 2 — Lender Extensions (if any)
Annex 3 — Perfection Evidence (Section 15 of the closing register, with attachments)
Annex 4 — Changes Since Funding Date (or “None”)
Annex 5 — Insurance Endorsements

Instructions for Annex 1: reproduce Section 14 with the Status column reading Completed, Extended (with Annex 2 reference) or Outstanding, and the Evidence column identifying the binder tab in Schedule 1. Do not use “Satisfied” for any item the Lender must determine; use “Delivered” and let the Lender’s acknowledgment establish satisfaction.

Website Posting README — Not Part of the Agreement

What this form is for

This integrated form is the operational backbone of a venture-debt closing. It connects authority, know-your-customer and sanctions items, documents, legal opinions, conditions, lien searches, existing convertible instruments and advances, payoff mechanics, money movement, electronic execution, wire security, perfection by jurisdiction and method, post-closing work, the UCC continuation and change-trigger calendar and ongoing covenant administration in one auditable system. It is designed to be run alongside the loan and security agreement (EF-098), the perfection certificate (EF-099), the borrowing request (EF-100), the compliance certificate (EF-101), the intellectual-property agreement (EF-102) and the board and investor approval record (EF-103). Founders should use it to maintain their own mirror of the lender’s checklist, to control release of signature pages and funds, and to carry perfection obligations through the life of the facility.

Completion checklist

• Identify one Closing Coordinator and two named Release Authorities per side; record them in Section 2.2 before any signature page is collected.
• Complete the know-your-customer, beneficial ownership and sanctions rows in Section 3 and keep that material in a restricted folder.
• Settle legal-opinion scope, subordination strategy for convertible instruments, warrant mechanics and control-agreement exclusions before documents are final (Section 4).
• Tie every Condition in Section 6 to an Agreement section and objective evidence; never certify that “all conditions are satisfied.”
• Run the lien search strategy in 7.1 under every name and jurisdiction, identify every merchant advance, lease, card program and grant restriction, and dispose of each in Section 8.
• Obtain payoff letters meeting the 8.1 checklist and document escrowed-termination mechanics and sequencing in 8.2 and 8.3.
• Complete the per-jurisdiction filing table in 9.5 and the waiver, joinder and intercompany tables in 9.6 through 9.8.
• Reconcile sources and uses to the fee table in 4.6 and verify every wire under 11.2 with Schedule 3 entries.
• Agree the electronic-signature and escrow protocol in 12.1 in writing, run the closing call from 12.2 and record releases in Schedule 2.
• Enter the dates in 13.1, the Post-Closing Items in Section 14, the continuation calculator in 17.1 and the change triggers in 17.2 into the covenant calendar.
• Assemble the binder using Schedule 1 and deliver the post-closing certificate in Exhibit A.

AI completion prompt

Three pass review

Pass 1 Completeness. Confirm parties, release authorities, KYC and sanctions, documents, opinions, authority, disclosures, solvency and insurance elements, all conditions rows, lien search coverage, convertible instruments, leases and advances, grants, payoff letters and escrow terms, filing table by jurisdiction, waivers, joinders, intercompany notes, funds flow and fee reconciliation, wire log, execution protocol, closing call, key dates, post-closing items, continuation calculator, change triggers, annual review, binder index and post-closing certificate.
Pass 2 Risk. Test legal-name accuracy against public organic records, missing schedules, unauthorized changes, “all conditions satisfied” language, discretionary conditions without a named decision-maker, priority gaps from unidentified merchant advances or card liens, payoff letters lacking automatic-release language, unverified or changed wires, signature pages held without escrow terms, deferred control agreements, foreign-law deadlines, lapse dates, four-month change triggers and unclear waiver authority.
Pass 3 Publication. Remove client identities, contacts, bank data, economics, filing references, account inventories, signatures, evidence links, callback logs, privileged notes, comments and hidden metadata while preserving the blank workflow, pre-populated condition rows, statutory references and drafting notes.

Attorney review warning

A closing checklist is a control tool, not a substitute for document analysis or legal judgment. Funding, release and perfection decisions must be made under the executed agreements and applicable law by authorized counsel and parties. Statutory references, including Uniform Commercial Code sections, FinCEN rules, insurance form numbers and law-enforcement reporting thresholds, vary by state and change over time and must be confirmed before use.