Common use of Conditions Precedent to Initial Credit Extension Clause in Contracts

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (h) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) duly executed original signatures to a payoff letter from Lighthouse and evidence that (i) the Liens securing Indebtedness owed by Borrower to Lighthouse will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fg) the Perfection Certificate Certificate(s) of Borrower, together with the duly executed original signature signatures thereto; (gh) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof a copy of Borrower’s Amended and Restated Investor’s Rights Agreement and any then effective amendments thereto; (i) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hj) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures to the Control Agreement; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessbusiness except for jurisdictions in which the failure to be so qualified would not reasonably be expected to result in a Material Adverse Effect, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (df) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gh) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof [Reserved]; (i) a copy of Borrower’s Registration Rights Agreement, Investors’ Rights Agreement and any amendments thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hk) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) a financing statement (Form UCC-1); (c) an audit of the Collateral conducted by an auditor satisfactory to Bank, the results of which shall be reasonably satisfactory to Bank; (d) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (e) a certificate of insurance naming Bank as loss payee and additional insured; (f) payment of the fees and Bank Expenses then due specified in Section 2.4; (g) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (h) an intellectual property security agreement (i) a Warrant in form and substance satisfactory to Bank; (j) good standing certificates of Borrower; (k) a ratification and confirmation of the continuing effectiveness of the Deeds of Trust, in form and substance satisfactory to Bank; (l) a Compliance Certificate in the form of Exhibit C attached hereto, or other mutually agreeable form of such certificate; (m) an endorsement from Bank’s title insurance company to Bank’s title insurance policy with respect to the Deeds of Trust, in form and substance satisfactory to Bank; (n) delivery of the share certificates representing the Shares and for each share certificate, four instruments of assignment (“Assignment Separate from Certificate”) in substantially similar form as those attached hereto, and any pledge agreement or other documentation as Bank or its legal counsel may reasonably deem necessary or appropriate to perfect Bank’s security interest in the Shares; (o) evidence of Bank’s perfected security interest in the shares of Global Technology Inc., a corporation organized in the British Virgin Islands and wholly-owned subsidiary of Prime World International Holdings, Ltd. including the delivery of the share certificates of Global Technology Inc. and any share pledge agreement or other documentation, as Bank or its legal counsel may reasonably deem necessary or appropriate; and (p) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (h) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrants, together with a capitalization table and copies of Co-Borrowers’ equity documents; (c) except as provided by Section 3.3 hereof, each Co-Borrower’s Operating Documents and long-form good standing certificates of each Co-Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of such Co-Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which such Co-Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for each Co-Borrower; (de) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of each Co-Borrower, together with the duly executed original signature thereto; (g) a landlord’s consent in favor of Bank for each of Co-Borrowers’ leased locations having Collateral with a fair market value of at least One Hundred Thousand Dollars ($100,000) by the insurance policies and/or endorsements required pursuant respective landlord thereof, together with the duly executed original signatures thereto (but only to Section 6.7 hereof the extent not already delivered to Bank); (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (i) the completion of the Initial Audit; and (hj) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.7 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) Duly executed original signatures to the Warrant; (c) Duly executed original signatures to the Control Agreement[s]; (d) Borrower shall have delivered its Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) duly Duly executed original signatures to the completed Borrowing Resolutions for Borrower; (df) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC Code termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (eg) the Warrants; (f) the Perfection Certificate Borrower shall have delivered a legal opinion of Borrower, ’s counsel dated as of the Effective Date together with the duly executed original signature signatures thereto; (gh) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof Borrower shall have delivered a copy of its Registration Rights Agreement/Investors’ Rights Agreement/Antidilution Agreement and any amendments thereto; (i) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hj) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Operating Documents and (i) a long-form good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and (ii) good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) from each other jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (c) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hg) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control Agreement(s); (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a legal opinion of Borrower’s counsel dated as of the insurance policies and/or endorsements required pursuant to Section 6.7 hereof Effective Date together with the duly executed original signature thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hi) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed original a secretary’s certificate of US Borrower with respect to US ▇▇▇▇▇▇▇▇’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to the completed Borrowing Resolutions for Borrowerwhich it is a party; (d) an officer’s certificate of Canadian Borrower with respect to its articles of incorporation and notice of articles, shareholders’ agreement (or equivalent), incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (e) certified copies, dated as of a recent date, of financing statement statement, UCC, PPSA and Bank Act searches, as Bank may request, accompanied by written evidence (including any PPSA/UCC termination statementsstatements and PPSA confirmations/estoppels/terminations) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) a legal opinion of ▇▇▇▇▇▇▇▇’s Canadian counsel, in form and substance acceptable to Bank, dated as of the Perfection Certificate of Borrower, Effective Date together with the duly executed original signature thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof Perfection Certificate of ▇▇▇▇▇▇▇▇, together with the duly executed original signature thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (i) with respect to the initial Advance, a completed Borrowing Base Statement (and any schedules related thereto and including any other information requested by Bank with respect to ▇▇▇▇▇▇▇▇’s Accounts); and (hj) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.6 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the each Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed original signature to the Warrants; (d) duly executed original signatures to the Senior Loan Agreement; (e) duly executed original signatures to the completed Borrowing Resolutions for each Borrower; (df) a copy of its Investors’ Rights Agreement and any amendments thereto; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fh) the Perfection Certificate Certificates of each Borrower, together with the duly executed original signature signatures thereto; (gi) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hj) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed signatures to the Control Agreement, if any; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation Delaware and each other jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) a duly executed secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gh) duly executed signatures to the insurance policies and/or endorsements required pursuant Stock Pledge Agreement; (i) stock power forms (5 originals) executed by Borrower with respect to Section 6.7 hereof capital stock of Securities Corp. and delivery of stock certificates evidencing ownership interest in Securities Corp.; (j) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed signature thereto; (k) with respect to the initial Term Loan Advance, receipt of evidence satisfactory to Bank in Bank’s sole discretion that Borrower is in compliance with the insurance policies and endorsements required by Liquidity Ratio financial covenant set forth in Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bankhereof; and (hl) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of the Lenders to make the initial Credit Extension is subject to the condition precedent that Bank the Administrative Agent shall have received, in form and substance satisfactory to Bankthe Administrative Agent, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationthe following duly executed by the applicable parties thereto: (a) duly executed original signatures to the Loan Documentsthis Agreement; (b) the Operating Documents and long-form good standing certificates a certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) the Borrower with respect to incumbency and resolutions authorizing the execution and delivery of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Datethis Agreement; (c) duly executed original signatures to UCC National Form Financing Statement of the completed Borrowing Resolutions for Borrower; (d) the IP Security Agreement; (e) the Stock Pledge Agreement; (f) stock power forms (one (1) original) executed by Borrower with respect to its capital stock of (i) Securities Corp, (ii) the UK Subsidiaries, and (iii) the Hong Kong Subsidiary; (g) agreements to provide insurance and evidence satisfactory to the Administrative Agent that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of the Administrative Agent; (h) payment of the fees and the Administrative Agent Expenses then due specified in Section 2.5 hereof; (i) current financial statements of the Borrower; (j) Intellectual Property search results and completed exhibits to the IP Security Agreement; 44 ACTIVEUS 188979588v.10 (k) certified copies, dated as of a recent date, of financing statement searches, as Bank the Administrative Agent may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (el) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (h) payment a legal opinion of the fees and Bank Expenses then due Borrower’s counsel dated as specified in Section 2.4 hereofof the Closing Date.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant issued on the Effective Date; (c) the Operating Documents and long-form (i) good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State of the State of Delaware and (or equivalent agencyii) a foreign qualification certificate certified by the Secretary of Borrower’s and such Subsidiaries’ jurisdiction State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessthe State of California, each as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or releasedLiens; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (f) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (h) duly executed shareholder approval of the incurrence of the Obligations pursuant to the Fourth Article(C)(5)(h)(vii) of the Borrower’s Amended and Restated Certificate of Incorporation; and (hi) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. BankLender’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Lender shall have received, in form and substance satisfactory to BankLender, such documents, and completion of such other matters, as Bank Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessformation, each as of a date no earlier than thirty (30) days prior to the Effective Date; (c) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) the Perfection Certificate(s) of each Borrower, together with the duly executed original signatures thereto; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank Lender may request, accompanied and Lender’s satisfaction that all Liens securing Indebtedness for borrowed money owed by written evidence (including any UCC termination statements) that the Liens indicated Borrower and disclosed in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, searches will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrowerterminated, together with the duly executed original signature theretoexcept for those Liens acceptable to Lender in its sole discretion; (g) completed exhibits to the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of BankIP Agreement; and (h) payment of the fees and Bank Lender Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) Borrower’s duly executed original signatures to the Securities Account Control Agreement by and among (i) U.S. Bank, N.A., (ii) SVB Asset Management and (iii) Borrower; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to the completed Borrowing Resolutions for Borrowerwhich it is a party; (de) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (h) with respect to the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts); and (hi) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation Lenders’ agreement to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or shall have receiveddelivered, in form and substance satisfactory to BankAdministrative Agent, such documents, and completion of such other matters, as Bank Administrative Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures to the Control Agreements; (d) its Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (df) evidence of the existence of the Pledged CD whose Value shall be equal to or greater than the Minimum Collateral Value; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank may Lenders shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fh) the Perfection Certificate executed by Borrower; (i) a copy of Borrower, together with the its Registration Rights Agreement/Investors’ Rights Agreement and any amendments thereto; (j) duly executed original signature theretoto the VC/OC (Management) Letter Agreement; (gk) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank Administrative Agent that the insurance policies and endorsements required by Section 6.7 6.4 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bankin favor of Administrative Agent and Lenders; (l) copies of the Standard Assignment Forms, Standard Loan Forms and Consumer Loan Servicing Documents; and (hm) payment of the fees and Bank Administrative Agent and Lender Expenses then due as specified in Section 2.4 2.7 hereof.

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension hereunder is subject to the condition precedent that Bank Agent and each Lender shall have received, in form and substance satisfactory to BankAgent and the Lenders, such documents, and completion of such other matters, as Bank Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed signatures to the Control Agreements; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation Delaware and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Closing Date; (cd) a secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (df) the Lender Intercreditor Agreement, together with the duly executed original signatures thereto; (g) duly executed signature to a payoff letter from MidCap with respect to the Prior Obligation; (h) certified copies, dated as of a recent date, of financing statement searches, as Bank Agent or any Lender may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fi) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gj) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the insurance policies and/or endorsements required pursuant to Section 6.7 hereof Closing Date together with the dully executed signature thereto; (k) evidence satisfactory to Bank Agent that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of BankAgent; (l) with respect to the initial Advance, the completion of the Initial Audit; (m) with respect to the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including any other information requested by Agent with respect to Borrower’s Accounts); and (hn) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension hereunder is subject to the condition precedent that Bank Agent shall have received, in form and substance satisfactory to BankAgent and the Lenders, such documents, and completion of such other matters, as Bank Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation Delaware and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) a secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (df) a subordination agreement from the creditors in connection with the Subordinated Debt Event in favor of Agent and the Lenders, together with the duly executed signatures thereto; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank Agent may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fh) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gi) evidence that the insurance policies and/or endorsements required pursuant to Section 6.7 hereof Subordinated Debt Event has occurred; (j) evidence satisfactory to Bank Agent that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hk) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem request as being necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments dated prior to or as of the Effective Date to which it is a party; (b) duly executed original signatures to the Control Agreement[s]; (c) Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State of the State of Delaware (for EnerNOC) or equivalent agencythe Secretary of the Commonwealth of Massachusetts (for EnerNOC Securities) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall reasonably request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ef) the Warrantsa fully-executed landlord’s consent with respect to Borrower’s leased location at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in favor of Bank; (fg) the Perfection Certificate a legal opinion of Borrower, ’s counsel dated as of the Effective Date together with the duly executed original signature signatures thereto; (gh) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hi) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsAgreement; (b) duly executed original signatures to the Warrants together with evidence of shareholder approval relating thereto, subject to the post-closing delivery of the Warrants to Bank based on the availability of shareholder approval therefor, as otherwise set forth in Section 3.3 hereof; (c) duly executed original signatures to the Warrant Modification Agreement together with evidence of shareholder approval relating thereto, subject to the post-closing delivery of the Warrant Modification Agreement to Bank based on the availability of shareholder approval therefor, as otherwise set forth in Section 3.3 hereof; (d) establishment of a restricted cash collateral account at Bank in favor of Bank with a minimum cash balance of $1,500,000 (the “Cash Collateral Account”); (e) duly executed original signatures to the Control Agreements; (f) Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (cg) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (dh) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fi) the Perfection Certificate of Borrower, together with the duly executed original signature of Borrower thereto; (gj) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies a copy of its Amended and endorsements required by Section 6.7 hereof are in full force Restated Investors’ Rights Agreement dated September 5, 2007 and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bankany amendments thereto; and (hk) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate Certificates of Borrower, together with the duly executed original signature signatures thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.4 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hi) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s 's obligation to make the initial Credit Extension Extension, on or after the Effective Date, is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) the duly executed original signatures to the Mezzanine Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (bc) duly executed original signatures to the Control Agreements; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ 's jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (df) duly executed original signature to a payoff letter from Eastward Fund Management, LLC ("Eastward"); (g) evidence that (i) the Liens securing Indebtedness owed by Borrower to Eastward will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (h) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the such initial Credit Extension, will be terminated or released; (e) the Warrants; (fi) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gj) a legal opinion of Borrower's counsel dated as of the insurance policies and/or endorsements required pursuant to Section 6.7 hereof Effective Date together with the duly executed original signature thereto; (k) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hl) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.,

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed signatures to the Warrant; (c) [reserved]; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) [reserved]; (f) duly executed original signatures to the completed Borrowing Resolutions for Borrower;; [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (dg) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fh) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gi) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof [reserved]; (j) [reserved]; (k) [reserved]; (l) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (m) completion of discussions between Bank and the significant investors of Borrower, to Bank’s satisfaction; and (hn) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem request as being necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments dated prior to or as of the Effective Date to which it is a party; (b) duly executed original signatures to the Control Agreement(s); (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries each Guarantor certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ Guarantor’s jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary Guarantor is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall reasonably request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ef) the Warrants[Reserved]; (fg) a fully-executed bailee’s waiver with respect to Borrower’s leased location at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in favor of Bank; (h) the Perfection Certificate of BorrowerBorrower and the Guarantors, together with the duly executed original signature signatures thereto; (gi) a legal opinion of Borrower’s counsel dated as of the insurance policies and/or endorsements required pursuant to Section 6.7 hereof Effective Date together with the duly executed original signatures thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hk) payment of the fees and Bank Expenses then due and invoiced to Borrower as specified in Section 2.4 2.5 hereof.

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Agent shall consent to or have received, in form and substance satisfactory to BankAgent, such documents, and completion of such other matters, as Bank Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to this Agreement, the Secured Promissory Notes in favor of each Lender with a face amount equal to such Lender’s Term Loan Documents; (b) Commitment, the Operating Effective Date Warrants and the other Loan Documents and long-form good standing certificates of Borrower and its Subsidiaries certified required to be executed by Borrower, Agent or the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to Lenders on the Effective Date; (cb) duly executed original signatures to the completed Borrowing Resolutions for Borrowera payoff letter from SVB; (dc) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence that (including any UCC termination statementsi) that the Liens indicated in securing the Existing SVB Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any such financing statements either constitute Permitted Liens and/or Control Agreements, have or have been orwill, in connection concurrently with the initial Credit Extension, will be terminated or releasedterminated; (e) the Warrants; (fd) the Perfection Certificate of Borrower, together with the duly executed original signature signatures thereto; (e) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (f) a copy of its Registration Rights Agreement/Investors’ Rights Agreement and any amendments thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank Agent that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank Agent (or endorsements reflecting the same) in favor of BankAgent, for the ratable benefit of the Lenders; (h) completed SBA Forms 480, 652 and 1031 by Borrower; (i) a funds flow and letter of direction executed by a Responsible Officer of Borrower and each Lender; and (hj) payment of the fees and Bank Lender Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control Agreement(s); (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a landlord’s consent in favor of Bank for each of Borrower’s leased locations by the insurance policies and/or endorsements required pursuant to Section 6.7 hereof respective landlord thereof, together with the duly executed original signatures thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hi) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) Duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ the jurisdiction of organization or formation and incorporation of each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the Secretary’s Certificate with completed Borrowing Resolutions for Borrower; (de) certified A duly executed Federal Reserve Form U-1 (Regulation U); (f) Certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (eg) the Warrants; (f) the The Perfection Certificate of executed by Borrower, together with the duly executed original signature signatures thereto; (gh) A legal opinion of Borrower’s counsel dated as of the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, Effective Date together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bankduly executed original signatures thereto; and (hi) payment Payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures to the Control Agreement; (d) the Operating Documents and long-form good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessformation, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (df) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gh) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof a copy of Borrower’s Registration Rights Agreement, Investors’ Rights Agreement, and any amendments thereto; (i) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hj) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures to the Control Agreement; (d) duly executed original signatures to the Stock Pledge Agreement; (e) undated and blank Stock Powers for shares of Bermuda Subsidiary; (f) Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (cg) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (dh) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fi) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gj) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof a copy of its Registration Rights Agreement/Investors’ Rights Agreement and any amendments thereto; (k) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hl) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) delivery of the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures signature pages to the Loan Documents; (bc) duly executed original signature pages to the Warrant together with copies of Borrower’s equity documents and capitalization table; (d) Operating Documents for each Borrower and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and proper authority for each jurisdiction in which each Borrower and each Subsidiary is qualified incorporated, organized or is otherwise authorized to conduct businessdo business as a foreign entity (as required by Bank), each as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) duly executed original signatures signature pages to the Secretary’s Certificate of each Borrower with completed Borrowing Resolutions for each Borrower; (df) duly executed original signature pages to the Canadian Guaranty, together with Secretary’s Certificate and completed Borrowing Resolutions for Canadian Guarantor; (g) duly executed signature to a payoff letter from Comerica Bank, N.A. (“Prior Lender”), identifying the amount required to be paid to Prior Lender to fully satisfy outstanding obligations owed by the Borrower to Prior Lender as of the date of the initial Credit Extension; (h) evidence that (i) the Liens securing Indebtedness owed by the Borrower to Prior Lender will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with or promptly following the initial Credit Extension, be terminated; (i) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fj) the Perfection Certificate of Borrowereach Borrower and Guarantor, together with the duly executed original signature pages thereto; (gk) a bailee’s/warehouseman’s waiver executed by each bailee, if any, of Borrower as required by Bank, in favor of Bank; (l) a legal opinion of Borrower’s counsel, in form and substance acceptable to Bank, in its reasonable discretion, dated as of the insurance policies and/or endorsements required pursuant Effective Date, together with the duly executed original signature pages thereto; (m) legal opinion of Borrower’s Canadian counsel in respect of Canadian Guarantor, in form and substance acceptable to Section 6.7 hereof Bank, dated as of the Effective Date, together with the duly executed signatures thereto; (n) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (ho) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or have receiveddelivered, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) a duly executed original signature to the Warrant; (c) duly executed original signatures to the Control Agreements; (d) its Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State of the State of California (or equivalent agencyiWatt Inc.) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware (Ikor Acquisition Corporation) as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (df) a Payment Agreement from Hercules Technology Growth Capital, Inc.; (g) evidence that (i) the Liens securing Indebtedness owed by Borrower to Hercules Technology Growth Capital will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated. (h) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ei) the WarrantsPerfection Certificate(s) executed by Borrower; (fj) the Perfection Certificate a copy of Borrower, together with the duly executed original signature iWatt Inc.’s Investors’ Rights Agreement and any amendments thereto; (gk) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bankhereof; and (h1) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) Borrower shall have delivered duly executed original signatures to the Control Agreement[s]; (c) Borrower shall have delivered its Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each California as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) Borrower shall have delivered duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) Borrower shall have delivered the Intercreditor Agreement duly executed by Pinnacle Ventures in favor of Bank; (f) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit ExtensionAdvance, will be terminated or released; (eg) Borrower shall have delivered the WarrantsPerfection Certificate(s) executed by Borrower; (fh) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) Borrower shall have delivered the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hi) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s 's obligation to make the initial Credit Extension Extension, on or after the Effective Date, is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) the duly executed original signatures to the Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (bc) duly executed original signatures to the Control Agreements; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ 's jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (df) duly executed original signature to a payoff letter from Eastward Fund Management, LLC (“Eastward”); (g) evidence that (i) the Liens securing Indebtedness owed by Borrower to Eastward will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (h) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the such initial Credit Extension, will be terminated or released; (e) the Warrants; (fi) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gj) a legal opinion of Borrower's counsel dated as of the insurance policies and/or endorsements required pursuant to Section 6.7 hereof Effective Date together with the duly executed original signature thereto; (k) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hl) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower, as applicable, shall consent to or have receiveddelivered, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to this Agreement and the Loan Documents; (b) duly executed original signature to the Warrant and to the Amended and Restated Warrants; (c) a Transaction Report, evidencing the availability of all Revolving Advances (if any) being funded; (d) Operating Documents and long-form a good standing certificates certificate for each of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agencyapplicable governing body) of Borrowereach entity’s and such Subsidiaries’ jurisdiction state of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessorganization, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (df) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (eg) the WarrantsPerfection Certificates executed by each Borrower; (fh) the Perfection Certificate a copy of Borrower, together with the Parent’s duly executed original signature Investors’ Rights Agreement and any amendments thereto; (gi) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hj) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) a First Amendment to Stock Pledge Agreement from Borrower; (c) duly executed original signatures to the Control Agreements; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation Delaware and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (df) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) completed exhibits to the IP Agreement and copies of searches with the United States Patent and Trademark Office and the United States Copyright Office for Borrower; (h) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ei) the Warrants; (f) the Perfection Certificate a legal opinion of Borrower, ’s counsel (authority and enforceability) dated as of the Effective Date together with the duly executed original signature thereto; (gj) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and; (hk) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.8 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) the Borrower shall have delivered its Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly Duly executed original signatures to the Warrant; (d) Duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate Borrower shall have delivered a landlord’s consent executed in favor of Borrower, Bank together with the duly executed original signature signatures thereto; (g) Borrower shall have delivered a legal opinion of Borrower’s counsel dated as of the insurance policies and/or endorsements required pursuant to Section 6.7 hereof Effective Date together with the duly executed original signatures thereto; (h) Borrower shall have delivered a copy of its Investor Rights Agreement and any amendments thereto; (i) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hj) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed Warrant in the form attached hereto as Exhibit C, together with a capitalization table and copies of Borrower’s equity documents; For avoidance of doubt, the Warrant shall only be issued upon the actual withdrawal of Advances by Borrower. (c) duly executed original signatures of ISR Borrower (together with ISR Borrower’s stamp) to the ISR Debentures and duly executed original notices to the Israeli Registrar of Companies for the registration of the ISR Debentures, as required for the registration of the ISR Debentures; (d) Duly executed IP Agreements and IP Search results; (e) duly executed Control Agreements, if required; (f) US Borrower’s Operating Documents of Borrower and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State of the State of Delaware and the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each other jurisdiction in which US Borrower and each Subsidiary is qualified to conduct business, in each case as of a date no earlier than thirty (30) 30 days prior to the Effective Date; (cg) certificate duly executed original signatures to the completed by a Responsible Officer or secretary of each Borrower with respect to, each Borrower’s (i) Operating Documents and (ii) Borrowing Resolutions for BorrowerResolutions; (d) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (h) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures of Borrower to the Loan DocumentsDocuments to which it is a party; (b) duly executed original signatures of Borrower to the Control Agreement(s); (c) the Operating Documents and long-form good standing certificates of Borrower certified (other than with respect to Borrower’s by-laws) by the Secretary of State of Delaware, the Secretary of the Commonwealth (or equivalent agency) of Massachusetts, and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessNew York, each as of a date no earlier than thirty sixty (3060) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a bailee’s waiver in favor of Bank by each of (i) Sungard, (ii) Zayo Group Holdings and (iii) Raging Wire Data Centers, Inc., together with the insurance policies and/or endorsements required pursuant to Section 6.7 hereof duly executed original signatures thereto; (h) a legal opinion of Borrower’s counsel (authority and enforceability) dated as of the Effective Date together with the duly executed original signature thereto; (i) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hj) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control Agreement(s), if any; (c) to the extent amended and/or modified since last delivered by Borrower to Bank, each Borrower’s Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries Documents, certified by the Secretary of State (or equivalent agency) of for such Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessincorporation (as applicable), each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the Secretary’s Certificate with completed Borrowing Resolutions for each Borrower; (de) a long-form good standing certificate (where available) of each Borrower and certificates of foreign qualification/good standing of each Borrower, for all other states in which such Borrower is qualified to do business, in each case certified by the applicable Secretary of State as of a date no earlier than thirty (30) days prior to the Effective Date; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (h) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Securities Account Control Agreement for Borrower’s securities account maintained at SVB Securities; (c) duly executed original signatures to the Control Agreement for Guarantor’s securities account maintained at Ameritrade; (d) Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Nevada as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (df) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gh) the insurance policies and/or endorsements required pursuant duly executed original signatures to Section 6.7 hereof the Guaranty; (i) a copy of its Investors’ Rights Agreement and any amendments thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hk) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.3 hereof.

Conditions Precedent to Initial Credit Extension. BankHSBC’s obligation to make Loans and issuances of Letters of Credit available on the initial Credit Extension Closing Date is subject to the condition precedent that Bank HSBC shall have received, in form and substance satisfactory to BankHSBC in its sole discretion, such documents, and completion of such other matters, as Bank HSBC may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior duly executed original signatures to the Effective DateControl Agreement(s); (c) a certificate, signed by a Responsible Officer of Borrower, on the Closing Date (i) stating that no Default or Event of Default has occurred and is continuing or would exist after giving effect to the transactions contemplated hereby, (ii) stating that the representations and warranties contained in Sections 3.1 and 3.2 are true and correct in all material respects as of such date and (iii) certifying any other factual matters as may be reasonably requested by HSBC; (d) a certificate of each Credit Party, dated the Closing Date and executed by its Secretary or Assistant Secretary, which shall (i) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (ii) identify by name and title and bear the signatures of the Responsible Officers and any other officers of such Credit Party authorized to sign the Loan Documents to which it is a party, (iii) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Credit Party certified by the relevant authority of the jurisdiction of organization of such Credit Party and a true and correct copy of its bylaws or operating, management or partnership agreement and (iv) contain a long form good standing certificate for each Credit Party from its jurisdiction of organization and any jurisdiction where such Credit Party’s ownership, lease or operation of properties or the conduct of its business requires such qualification or license, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Change; (e) a solvency certificate, signed by the Chief Financial Officer of Borrower, certifying that each Credit Party’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities; no Credit Party is left with unreasonably small capital after the transactions in this Agreement; and each Credit Party is able to pay its debts (including trade debts) as they mature. (f) duly executed original signatures to the completed Borrowing Resolutions for Borrowereach Credit Party; (dg) duly executed original signature to a payoff letter from Citibank N.A.; (h) each document (including any UCC financing statements) required by the Security Agreement, the Control Agreements, under law or reasonably requested by HSBC to be filed, registered or recorded to create in favor of HSBC, a perfected Lien on the Collateral described therein, prior and superior in right and priority to any Lien in the Collateral held by any other Person, or, evidence as applicable, that such is in proper form for filing, registration or recordation; (i) evidence that (i) the Liens securing Indebtedness owed by Borrower to Citibank N.A. will be terminated prior to or concurrent with the initial availability of the Loans and issuance of Letters of Credit and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial availability of the Loans and issuance of Letters of Credit, be terminated, other than in each case, in connection with letters of credit cash collateralized at Citibank N.A. (j) certified copies, dated as of a recent date, of financing statement bankruptcy, judgment and lien searches, as Bank may HSBC shall request, accompanied by written evidence (including any UCC termination statements) that the Liens and judgments indicated in any such financing statements search results either constitute Permitted Liens or have been or, in connection with the initial Credit Extensionavailability of the Loans and issuance of Letters of Credit, will be terminated or released; (ek) Perfection Certificate covering Borrower and its Subsidiaries, together with the Warrantsduly executed original signatures thereto; (fl) the Perfection Certificate a legal opinion of Borrower, ’s counsel dated as of the Closing Date together with the duly executed original signature thereto; (gm) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank HSBC that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; andHSBC; (hn) payment of the fees and Bank HSBC Expenses then due as specified in Section 2.4 hereof (o) all documentation and other information with respect to the Credit Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (p) HSBC shall have received (i) the certificates representing the shares of capital stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof. HSBC shall notify Borrower of the Closing Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of HSBC to make Loans and to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (c) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate Certificate(s) of each Borrower, together with the duly executed original signature signatures thereto; (g) Intellectual Property search results and completed exhibits to the IP Agreement; (h) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory hereof; (i) with respect to the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice respect to Bank (or endorsements reflecting the same) in favor of BankBorrower’s Accounts); and (hj) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the [Intentionally Omitted]; (c) Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ each applicable jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the Secretary’s Certificate with completed Borrowing Resolutions for Borrower; (de) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower together with the duly executed original signatures thereto; (g) a landlord’s consent in favor of Bank for the following locations by the respective landlord thereof, together with the duly executed original signatures thereto; A. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ B. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ C. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ D. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Tampa, Florida 33619 (h) a bailee’s/warehouseman’s waiver executed by each bailee, if any, of Borrower as required by Bank, in favor of Bank; (i) a legal opinion of Borrower’s counsel, in form and substance acceptable to Bank, in its reasonable discretion, dated as of the Effective Date together with the duly executed original signature thereto; (gj) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and; (hk) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof; (l) evidence that the capital structure of Borrower and its Subsidiaries is acceptable to Bank, in its sole discretion; and (m) such other documents, certificates and agreements in respect of Borrower and its Subsidiaries as Bank may request, in its sole discretion.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or shall have receiveddelivered, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) the its Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the state of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each its incorporation as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the WarrantsPerfection Certificate(s) executed by Borrower; (f) a legal opinion of counsel, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, dated as of the Perfection Certificate Effective Date as to Borrower’s valid existence and good standing a Delaware corporation and the due authorization and execution of Borrowerthis Agreement, together with the duly executed original signature signatures thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect6.5 hereof, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (h) with respect to the initial Advance under the Revolving Line only, the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion, which shall in any event be completed on or before October 31, 2008; (i) duly executed Guaranties by AorTX Inc. and ▇▇▇▇▇▇ Medical International, Inc.; and (hj) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed signatures to the Control Agreement; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation Delaware and each other jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a legal opinion of Borrower’s counsel dated as of the insurance policies and/or endorsements required pursuant Effective Date together with the duly executed signature thereto; (h) duly executed signatures to Section 6.7 hereof the Cash Pledge Agreement, in form and substance acceptable to Bank; (i) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hj) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s 's obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Keshif Guaranty Supplement; (c) the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Letter of Credit; (d) the Side Letter; (e) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s 's and such Subsidiaries’ ' jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cf) duly executed original signatures to the completed Borrowing Resolutions for each Borrower; (dg) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fh) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gi) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hj) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) an intellectual property security agreement; (d) the tri-party pledge agreement among Bank, East West Bank (China) Ltd., and Tahitian Noni (the “Tri-Party Pledge Agreement”); (e) to the extent such Shares are certificated, .pdf copies of the certificates for the Shares, together with Assignments Separate from Certificate, duly executed in blank, with respect to each of (1) Morinda Holdings, Inc., a Utah corporation, (2) Morinda Access, Inc., a Utah corporation, and (3) NABC, Inc., a Colorado corporation; (f) current SOS Reports as requested by the Bank indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) evidence satisfactory to Bank that the insurance policies required by Section 6.6 hereof are in full force and effect, together with evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank; (h) a payoff letter from the purchasers (such purchasers, the “JBG Purchasers”) under that certain Securities Purchase Agreement dated as of November 30, 2020, by and among NewAge, Inc., the guarantors party thereto, and JGB Capital LP, JGB Partners LP, JGB Capital Offshore Ltd. and JGB Plymouth Rock LLC, as purchasers; (i) a Perfection Certificate; (j) Itemization of Amount Financed Disbursement Instructions (Revolver); (k) an Authorization for Automatic Loan Payment; (l) a Control Account – Disbursement Authorization and Agreement; (m) payment of the fees and Bank Expenses then due specified in Section 2.5; (n) a guaranty from each Domestic Guarantor, and such other documents or certificates and completion of such other matters as Bank may reasonably deem necessary or appropriate in connection therewith, together with an officer’s certificate of each Domestic Guarantor with respect to incumbency and resolutions authorizing the execution and delivery of the guaranty documents; (o) a pledge agreement governed by California law from Pledgor, and such other documents or certificates and completion of such other matters as Bank may reasonably deem necessary or appropriate in connection therewith, together with an officer’s certificate of Pledgor with respect to incumbency and resolutions authorizing the execution and delivery of the pledge documents; and (p) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (h) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control Agreement with ▇▇▇▇▇ Fargo Bank, National Association; (c) Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for each Borrower; (de) the Subordination Agreement by and between Motorola, Inc. and Bank, together with the duly executed original signatures thereto; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fg) the Perfection Certificate Certificates of each Borrower, together with the duly executed original signature signatures thereto; (gh) the insurance policies and/or endorsements required pursuant stock certificate of Good Technology issued to Section 6.7 hereof Holdings, together with a duly executed assignment separate from certificate; (i) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (j) within 60 days of the Effective Date, the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (hk) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed signatures to the Control Agreement (if any); (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation Delaware and each other jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) a secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (df) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gh) duly executed signatures to the insurance policies and/or endorsements required pursuant Stock Pledge Agreement; (i) stock power form (1 original) executed by Borrower with respect to Section 6.7 hereof its capital stock of Securities Corporation and delivery of original stock certificates evidencing such ownership interest in Securities Corporation; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hk) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrowers shall consent to or have receiveddelivered, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) duly executed original signatures to the Control Agreement(s); (c) their Operating Documents and long-form a good standing certificates certificate of each Borrower and its Subsidiaries certified by the Secretary of State (of the State of Nevada or equivalent agency) of Borrower’s Florida, as applicable and such Subsidiaries’ jurisdiction of organization or formation and good standing certificates from each jurisdiction in which state where each Borrower and each Subsidiary is qualified to conduct businessdo business as a foreign entity, in each case as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for each Borrower; (de) a payoff letter or other termination letter acceptable to the Bank from RBC Centura Bank; (f) evidence that (i) the Liens securing Indebtedness owed by Borrowers to RBC Centura Bank will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fh) the Perfection Certificate of Borrower, together with the duly executed original signature theretoby Relm Wireless; (gi) landlord’s consents executed by the insurance policies and/or endorsements required pursuant to Section 6.7 hereof applicable landlord in favor of Bank for each of Borrowers’ leased locations; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hk) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the SVB Control Agreement and any other Control Agreements required by Bank; (c) Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Nevada as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (de) a payoff letter from Expo Credit; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any a UCC termination statementsstatement from Winstron Neweb Corporation) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fg) the Perfection Certificate of Borrower, together with the duly executed original signature signatures thereto; (gh) a landlord’s consent in favor of Bank for Borrower’s San Diego, CA location by the insurance policies and/or endorsements required pursuant to Section 6.7 hereof respective landlord thereof; (i) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof 6.4 of this Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (j) the completion of an initial audit with results satisfactory to Bank in its sole and absolute discretion; and (hk) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof2.9 of this Agreement.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may have reasonably deem necessary or appropriaterequested, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed First Amendment to the Convertible Debt Agreement and satisfaction of all conditions precedent therein; (c) [Reserved]; (d) (i) the Operating Documents and of B▇▇▇▇▇▇▇, (ii) a long-form good standing certificates of Borrower and its Subsidiaries certificate certified by the Secretary of State of the State of Delaware, and (or equivalent agencyiii) a good standing certificate from the Secretary of Borrower’s State of each of Illinois and such Subsidiaries’ jurisdiction of organization or formation and Washington, in each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each case as of a date no earlier than thirty (30) 30 days prior to the Effective Date; (ce) certificate duly executed original signatures by a Responsible Officer or secretary of Borrower with respect to the completed B▇▇▇▇▇▇▇’s (i) Operating Documents and (ii) Borrowing Resolutions for BorrowerResolutions; (df) certified copies, dated as of a recent date, of searches for financing statement searches, as Bank may requestfiled in the central filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (eg) the Warrantsduly executed Perfection Certificate of B▇▇▇▇▇▇▇; (fh) the Perfection Certificate of Borrower, together with the duly executed original signature theretoSubordination Agreement; (gi) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 5.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (j) evidence satisfactory to Bank that Borrower that Borrower will be in compliance with the Liquidity Ratio financial covenant in Section 5.8(a) on the Funding Date of the initial Term Loan Advance immediately after giving effect to the initial Term Loan Advance; and (hk) payment of the fees and Bank Expenses then due as specified in Section 2.4 1.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed Warrant, together with a capitalization table and copies of ▇▇▇▇▇▇▇▇’s equity documents; (c) duly executed Control Agreements to the extent required pursuant to Section 5.9; (d) the Operating Documents of ▇▇▇▇▇▇▇▇ and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State of the State of Delaware and the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each other jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, in each case as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) certificate duly executed original signatures by a Responsible Officer or secretary of Borrower with respect to the completed ▇▇▇▇▇▇▇▇’s (i) Operating Documents and (ii) Borrowing Resolutions for BorrowerResolutions; (df) certified copies, dated as of a recent date, of searches for financing statement searches, statements as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (eg) the Warrantsduly executed Perfection Certificate of ▇▇▇▇▇▇▇▇; (fh) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank in its reasonable discretion that the insurance policies and endorsements required by Section 6.7 5.8 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hi) payment of the fees and Bank Expenses then due as specified in Section 2.4 1.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriaterequest , including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the (i) each Co-Borrower’s Operating Documents and Documents, (ii) Parent’s long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of DE, CA, NY, CO and TX each as of a date no earlier than thirty (30) days prior to the Effective Date, and (iii) long-form good standing certificates for each Co- Borrower other than Parent certified by the Secretary of State (or equivalent agency) of such Co-Borrower’s state of incorporation and such Subsidiaries’ jurisdiction principal place of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (c) a secretary’s certificate of each Co-Borrower with respect to such Co-Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) duly executed original signatures to the completed Borrowing Resolutions for each Co-Borrower; (de) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of each Co-Borrower, together with the duly executed original signature signatures thereto; (g) duly executed signatures to the insurance policies and/or endorsements required pursuant IP Agreements; (h) Intellectual Property search results and completed exhibits to Section 6.7 hereof the IP Agreements; (i) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (j) with respect to the initial Advance, a completed Borrowing Base Statement (and any schedules related thereto and including any other information requested by Bank with respect to each Co-Borrower’s Accounts); and (hk) payment of the fees and Bank Expenses then due and invoiced to Borrower prior to the date thereof as specified in Section 2.4 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s 's obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or have receiveddelivered, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) the its Operating Documents and long-form a good standing certificates certificate of each Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s the Commonwealth of Massachusetts and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessDelaware, each as applicable, as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrantsduly executed revised Perfection Certificates; (f) a landlord's consent executed by each landlord of the Perfection Certificate Borrower, as required by Bank, in favor of Bank; (g) Borrower shall have delivered a bailee's/warehouseman's waiver executed by each bailee, if any, of Borrower as required by Bank, in favor of Bank; (h) a legal opinion of Borrower, 's counsel dated as of the Effective Date together with the duly executed original signature signatures thereto; (gi) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hj) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Deed of Confirmation and Supplemental Charge from Appian UK; (c) a Second Loan Modification Agreement with respect to the Senior Loan Agreement; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s Delaware, New Jersey and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessVirginia, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (f) a certificate of a director of Appian UK attaching (i) certificate of incorporation, memorandum and articles of association, (ii) board minutes, (iii) register of charges and (iv) specimen signatures; (g) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (dh) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ei) Intellectual Property search results and completed exhibits to the WarrantsIP Agreement; (fj) a legal opinion of Borrower’s counsel (authority/enforceability), in form and substance acceptable to Bank; (k) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gl) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.4 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (m) a logo consent form; and (hn) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of such Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the completed Perfection Certificate of Borrower, together with the duly executed original signature signatures thereto; (f) Unconditional Guaranty (SAJAN SOFTWARE LIMITED, SAJAN SPAIN, S.L., SAJAN SINGAPORE PTE. LTD.); (g) Resolutions to guaranty (SAJAN SOFTWARE LIMITED, SAJAN SPAIN, S.L., SAJAN SINGAPORE PTE. LTD.); (h) Subordination Agreement (S▇▇▇▇▇▇ and A▇▇▇▇ ▇▇▇▇▇▇▇▇▇); (i) a landlord’s consent in favor of Bank for each location at which Borrower leases any real property by the insurance policies and/or endorsements required pursuant to Section 6.7 hereof respective landlord thereof, together with the duly executed signatures thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hk) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may shall have reasonably deem necessary or appropriaterequested, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the SVB Control Agreement and any other Control Agreement[s] required by Bank; (c) a Secretary’s Corporate Borrowing Certificate for Borrower with respect to Borrower’s Articles of Formation, By-Laws, incumbency and resolutions authorizing the execution and delivery of this Agreement and the other loan documents; (d) shareholder consent (if required); (e) Borrower’s Operating Documents and long-a long form good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Michigan as of a date no earlier than thirty (30) days prior to the Effective Date; (cf) duly executed original signatures to the completed and executed Borrowing Resolutions for Borrower; (dg) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fh) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gi) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof 6.4 of this Agreement are in full force and effecteffect (including certificates on ▇▇▇▇▇ 25 and ▇▇▇▇▇ 28 forms); (j) legal opinions of Borrower’s counsel (authority/enforceability), together in form and substance acceptable to Bank; (k) the completion of an initial audit of the Accounts, Borrower’s Books and other Collateral with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice results satisfactory to Bank (or endorsements reflecting the same) in favor of Bank; andits sole and absolute discretion; (hl) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof2.10 of this Agreement; and (m) Certificate of Good Standing/Foreign Qualification from Michigan and Massachusetts.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the following Loan Documents: (i) this Agreement; (ii) the Perfection Certificates for each US Borrower; (iii) the Control Agreements for the Securities Accounts held by US Borrowers at SVB Asset Management and Treasury Partners; (iv) the Notice of Borrowing; and (v) the Letter of Direction; (b) the [reserved]; (c) each US Borrower’s Operating Documents and long-form a good standing certificates certificate of each US Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for each US Borrower; (de) duly executed original signature to a payoff letter from Bank of America, N.A.; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (eg) the Warrants[reserved]; (fh) the Perfection Certificate of Borrowersince July 2, together with the duly executed original signature thereto2010, there has not been a Material Adverse Change; (gi) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hj) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension a Term A Loan is subject to the condition precedent that Bank Agent shall consent to or shall have received, in form and substance satisfactory to BankAgent, such documents, and completion of such other matters, as Bank Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which Borrower is a party; (b) duly executed original signatures to Control Agreements with Silicon Valley Bank; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage and Term Loan B Commitment Percentage; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries a good standing certificate of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation Delaware and each jurisdiction state in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) the Perfection Certificate for Borrower; (f) duly executed original signatures to the completed Borrowing Resolutions an officer’s certificate for Borrower, in a form acceptable to Agent; (dg) certified copies, dated as of a recent date, of financing statement searches, as Bank may Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (eh) the Warrantsa landlord’s consent executed in favor of Agent in respect of Tetraphase’s location at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (fi) the Perfection Certificate a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (j) a legal opinion of Borrower, ’s counsel dated as of the Effective Date together with the duly executed original signature signatures thereto; (gk) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank Agent that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of BankAgent, for the ratable benefit of the Lenders; (l) the Warrants executed by Tetraphase in favor of each Lender; and (hm) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.4 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed signatures to the Control Agreements, if any; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (h) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.6 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures to the Control Agreements with First Republic Bank and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (d) the Operating Documents and long-form good standing certificates of US Borrower Corp and its Subsidiaries US Borrower Holding certified by the Secretary Secretaries of State (or equivalent agencyagency thereof) of Borrower’s and such Subsidiaries’ jurisdiction the States of organization or formation Delaware, California, and each other jurisdiction in which US Borrower Corp and US Borrower Holding are qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) copies of the certificate of amalgamation, certificate of change of name, current notice of articles and articles of Canadian Borrower and certificate of good standing of Canadian Borrower in the Province of British Columbia and similar documents in each Subsidiary other jurisdiction in which Canadian Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cf) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (dg) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements or PPSA discharge statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fh) the Perfection Certificate Certificates of Borrower, together with the duly executed original signature thereto; (gi) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hj) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) a duly executed original signature to the Warrant; (c) duly executed original signatures to any Control Agreements; (d) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (df) certified copies, dated as of a recent date, of financing statement searches, as Bank may reasonably request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens Liens, or have been orbeen, or in connection with the initial Credit ExtensionExtension will be, will be terminated or released; (e) the Warrants; (fg) the Perfection Certificate of executed by Borrower, together with the duly executed original signature thereto; (gh) the insurance policies a copy of Borrower’s Registration Rights Agreement and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies Investors’ Rights Agreement and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bankany amendments thereto; and (hi) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.3 hereof.

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension hereunder is subject to the condition precedent that Bank Agent shall have received, in form and substance satisfactory to BankAgent and the Lenders, such documents, and completion of such other matters, as Bank Agent or any Lender may reasonably deem necessary or appropriate, including, without limitation: (aA) duly executed original signatures to the Loan Documents; (bB) duly executed Warrant for each Lender, together with a capitalization table and copies of Borrower’s equity documents; (C) duly executed Control Agreements required by Agent and Lenders; (D) the Operating Documents of Borrower and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State of the State of Delaware and the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each other jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, in each case as of a date no earlier than thirty (30) 30 days prior to the Effective Date; (cE) certificate duly executed original signatures by a Responsible Officer or secretary of Borrower with respect to the completed Borrower (i) Operating Documents and (ii) Borrowing Resolutions for BorrowerResolutions; (dF) certified copies, dated as of a recent date, of searches for financing statement searches, as Bank may requeststatements filed in the central filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be be, terminated or released; (eG) the Warrants; (f) the duly executed Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gH) Completed exhibits to the insurance policies and/or endorsements required pursuant to Section 6.7 hereof IP Agreement; (I) evidence satisfactory to Bank Agent that the insurance policies and endorsements required by Section 6.7 5.8 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of BankAgent; and (hJ) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.4 1.9 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control Agreements; (c) Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each State as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for each Borrower; (de) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature signatures thereto; (g) a landlord’s consent and bailee agreements in favor of Bank for all locations listed on the insurance policies and/or endorsements required pursuant Perfection Certificate except as provided in Section 3.3(c), together with the duly executed original signatures thereto; (h) executed legal opinion of ▇▇▇▇▇▇ LLP, counsel to Section 6.7 hereof Borrower, in a form reasonably satisfactory to Bank; (i) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (h) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank, the following: (a) this Agreement; (b) an officer's certificate of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) an intellectual property security agreement from each Borrower; (e) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, duly executed by in blank; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (h) agreement to provide insurance; (i) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (j) current financial statements, including audited statements for Borrowers' most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such documentsother updated financial information as Bank may reasonably request; (k) current Compliance Certificate in accordance with Section 6.2; (l) an audit of Borrowers' Books, which shall be completed within thirty (30) days of the Closing Date, the results of which shall be satisfactory to Bank in its reasonable discretion; and (m) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (h) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gf) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and; (hg) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) evidence of insurance; (e) payment of the fees and Bank Expenses then due specified in Section 2.5; (f) current SOS Reports indicating that except for Permitted Liens and Liens securing the Existing Indebtedness that will be released in connection with the closing of this Agreement in accordance with the terms of the SVB Payoff Letter, there are no other security interests or Liens of record in the Collateral; (g) current financial statements, including audited statements for Borrower’s 2013 fiscal year, together with an unqualified opinion, company prepared consolidated balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such documentsother updated financial information as Bank may reasonably request; (h) a Warrant in form and substance satisfactory to Bank; (i) a Perfection Certificate; (j) a payoff letter from Silicon Valley Bank in respect of the Existing Indebtedness (the “SVB Payoff Letter”); (k) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (l) subject to Section 6.6, securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (m) an Automatic Debit Authorization; and (n) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (h) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly Duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) Duly executed original signatures to the Control Agreements; (c) Borrower shall have delivered its Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly Duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) certified copies, dated as Borrower shall have delivered a payoff letter from Comerica Bank indicating that all amounts to Comerica Bank will be paid in full with the initial Credit Extension and that all Liens in favor of a recent date, of financing statement searches, as Comerica Bank may request, accompanied by written will be released; (f) Borrower shall have delivered evidence that (including any UCC termination statementsi) that the Liens indicated in securing Indebtedness owed by Borrower to Comerica will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any such financing statements either constitute Permitted Liens and/or control agreements, have or have been orwill, in connection concurrently with the initial Credit Extension, will be terminated or releasedterminated; (eg) the Warrants; (f) the Perfection Certificate Borrower shall have delivered a legal opinion of Borrower, ’s counsel dated as of the Effective Date together with the duly executed original signature signatures thereto; (gh) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof Borrower shall have delivered evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bankof; and (hi) payment of Borrower shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of each of SVB and VLL to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or shall have receiveddelivered, in form and substance satisfactory to BankLenders, such documents, and completion of such other matters, as Bank Lenders may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) duly executed original signatures to the Warrants (other than the Additional Term Loan Warrant; (c) duly executed original signatures to the Control Agreements required pursuant hereto; (d) its Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) States of Borrower’s the States of Delaware and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Minnesota as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (df) a payoff letter from VLL and VLL4; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank may Lenders shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fh) the Perfection Certificate executed by Borrower; (i) a legal opinion of Borrower, ’s counsel dated as of the Effective Date together with the duly executed original signature signatures thereto; (gj) a copy of its Investors’ Rights Agreement and any amendments thereto; (k) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank6.5 hereof; and (hl) payment of the fees and Bank Lender Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s 's obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s 's and such Subsidiaries’ ' jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) Intellectual Property search results and completed exhibits to the insurance policies and/or endorsements required pursuant IP Agreement; (h) duly executed original signatures to Section 6.7 hereof the IP Agreement; (i) a copy of Borrower's Investors' Rights Agreement and any amendments thereto; (j) evidence satisfactory to Bank that Borrower has achieved the insurance policies and endorsements required by Section 6.7 hereof are in full force and effectEquity Event, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to which Bank (or endorsements reflecting the same) in favor of Bankconfirms Borrower has achieved; and (hk) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control Agreements with SVB Asset Management and other financial institutions where accounts are maintained; (c) Borrower’s Operating Documents and long-a long form good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s the State of Delaware and such Subsidiaries’ jurisdiction a good standing certificate of organization or formation and Borrower certified by the Secretary of State of the State of Oregon, in each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each case as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the Secretary’s Certificate with completed Borrowing Resolutions for Borrower; (de) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate a bailee’s waiver in favor of Bank for Borrower’s location with Sungard, together with the duly executed original signature thereto; (g) a legal opinion of Borrower’s counsel dated as of the insurance policies and/or endorsements required pursuant to Section 6.7 hereof Effective Date together with the duly executed original signature thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hi) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Collateral Agent shall have received, in form and substance satisfactory to BankLenders, such documents, and completion of such other matters, as Bank Lenders may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which Borrower is a party; (b) duly executed original signatures to the Control Agreement[s]; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage in amounts not to exceed the Term Loans; (d) Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (df) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank may Collateral Agent shall request, accompanied by written evidence (including any UCC Code termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (eg) the Warrants; (f) the Perfection Certificate a legal opinion of Borrower, ’s counsel dated as of the Effective Date together with the duly executed original signature signatures thereto; (gh) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank Collateral Agent that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of BankCollateral Agent, for the ratable benefit of the Lenders; (i) Investor Commitment Letter; and (hj) payment of the fees and Bank Lenders' Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or shall have receiveddelivered, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) the Pledged CD(s) whose aggregate Value shall be equal to or greater than the Minimum Collateral Value (c) its Operating Documents and long-form good standing certificates a Certificate of Borrower Existence and its Subsidiaries Good Standing certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Nevada as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) ▇▇▇▇▇▇’▇ Operating Documents and a Certificate of Existence and Good Standing certified by the Secretary of State of the State of Pennsylvania as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (df) duly executed original signatures to the completed Borrowing Resolutions for ▇▇▇▇▇▇; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fh) the Perfection Certificate of executed by Borrower, together with ; (i) the duly executed original signature theretosignatures to the Guaranty; (gj) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank6.5 hereof; and (hk) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) signatures to the Warrant; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary Secretaries of State (or equivalent agencyagency thereof) of Borrower’s and such Subsidiaries’ jurisdiction the States of organization or formation Delaware and each other jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for Borrower;; 4 (de) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and; (hi) repayment of all Indebtedness under that certain Amended and Restated Loan and Security Agreement between Bank and Borrower dated December 22, 2016; (j) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Operating Documents of Borrower (c) the SVB Control Agreement and long-any other Control Agreement(s) required by Bank; (d) a long form good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) duly completed and executed original signatures to the completed Borrowing Resolutions for Borrower; (df) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gh) the insurance policies and/or endorsements required pursuant a legal opinion from counsel to Section 6.7 hereof Borrower (authority/enforceability), in form and substance acceptable to Bank; (i) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof 6.4 of this Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or including certificates on A▇▇▇▇ 25 and A▇▇▇▇ 28 forms and endorsements to the policies reflecting the same) in favor of Bank; and); (hj) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof2.9 of this Agreement; and (k) Certificates of Good Standing/Foreign Qualification (New York, and others, as applicable) for Borrower.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank each Borrower shall consent to or have receiveddelivered, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which they are a party; (b) the duly executed original signatures to each Control Agreement; (c) its Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries MEDecision certified by the Secretary of State (or equivalent agency) Commonwealth of Borrower’s and such Subsidiaries’ jurisdiction the Commonwealth of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Pennsylvania as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) its Operating Documents and a good standing certificate of MEDecision Investments certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (e) duly executed original signatures to the completed Borrowing Resolutions for each Borrower; (df) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (eg) the WarrantsPerfection Certificates executed by each Borrower; (fh) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hi) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or have receiveddelivered, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) the its Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) a payoff letter duly executed by White Oak in favor of Bank providing for the termination of all obligations of Borrower under the White Oak Indebtedness and the release of all Liens related thereto; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of executed by Borrower, together with the duly executed original signature thereto; (g) evidence satisfactory to Bank that Borrower has received not less than $50,000,000 in gross proceeds from the insurance policies and/or endorsements required pursuant to Section 6.7 hereof issuance of new equity in the form of Series J Preferred Stock; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hi) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.5 hereof.

Conditions Precedent to Initial Credit Extension. BankHSBC’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank HSBC shall have received, in form and substance satisfactory to BankHSBC in its sole discretion, such documents, and completion of such other matters, as Bank HSBC may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) duly executed original signature to a payoff letter from Silicon Valley Bank; (e) evidence that (i) the Liens securing Indebtedness owed by Borrower to Silicon Valley Bank will be terminated prior to or concurrent with the initial Credit Extension and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (f) certified copies, dated as of a recent date, of financing statement bankruptcy, judgment and lien searches, as Bank may HSBC shall request, accompanied by written evidence (including any UCC termination statements) that the Liens and judgments indicated in any such financing statements search results either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (eg) the Warrants; (f) the Perfection Diligence Certificate of Borrower, together with the duly executed original signatures thereto; (h) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (gi) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank HSBC that the insurance policies and endorsements required by Section 6.7 6.4 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hj) payment of the fees and Bank HSBC Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s Lenders' obligation to make the initial Credit Extension is subject to the condition precedent that Bank Agent shall have received, in form and substance satisfactory to BankAgent, such documents, and completion of such other matters, as Bank Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed original signatures to the completed adopted Borrowing Resolutions for Borrower; (c) the Operating Documents and long form good standing certificate of Borrower certified by the Secretary of State of the State of Delaware and each jurisdiction in which the Borrower is qualified to do business; (d) duly executed signature pages to a payoff letter from PGxHealth or its successors and assigns of the debt owed by the Borrower (the "Prior Lender"); (e) evidence that (i) the Liens securing Indebtedness owed by Borrower to the Prior Lender, and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank Agent may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (eg) a legal opinion of Borrower's counsel dated as of the WarrantsEffective Date; (fh) the Perfection Certificate of Borrower, together with the duly executed original signature signatures thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hi) payment of the fees and Bank Lender Expenses then due as specified in Section 2.4 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s 's obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (ai) duly executed original signatures to the Loan Documents; (bj) duly executed original signatures to the Control Agreements; (k) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s 's and such Subsidiaries’ ' jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cl) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (dm) duly executed original signature to a payoff letter from Symyx, Inc.; (n) evidence that (i) the Liens securing Indebtedness owed by Borrower to Symyx, Inc. will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (o) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fp) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gq) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hr) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriatehave requested, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed Control Agreement with Capital Advisors Group; (c) the Operating Documents of ▇▇▇▇▇▇▇▇ and (i) a long-form good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State of the State of Delaware and (or equivalent agencyii) a good standing/foreign qualification certificate certified by the Secretary of Borrower’s the Commonwealth of the Commonwealth of Massachusetts, in the case of (i) and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business(ii), each as of a date no earlier than thirty (30) 30 days prior to the Effective Date; (cd) certificate duly executed original signatures by a Responsible Officer or secretary of Borrower with respect to the completed ▇▇▇▇▇▇▇▇’s (i) Operating Documents and (ii) Borrowing Resolutions for BorrowerResolutions; (de) certified copies, dated as of a recent date, of searches for financing statement searches, as Bank may requestfiled in the central filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the duly executed Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof duly executed ▇▇▇▇▇▇’s waiver in favor of Bank for ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, West Boylston, Massachusetts 01563 where Borrower maintains property with Cogmedix, Inc.; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 5.8 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (i) with respect to the initial Advance, the completion of the Initial Audit; (j) with respect to the initial Advance, evidence satisfactory to Bank that Borrower is in compliance with the Adjusted Quick Ratio financial covenant set forth in Section 5.10 hereof; (k) with respect to the initial Advance, a completed Borrowing Base Statement (and any schedules related thereto and including any other information reasonably requested by Bank with respect to ▇▇▇▇▇▇▇▇’s Accounts); and (hl) payment of the fees and Bank Expenses then due as specified in Section 2.4 1.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (ai) duly executed original signatures to the Loan Documents; (bj) duly executed original signatures to the Control Agreements; (k) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cl) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (dm) duly executed original signature to a payoff letter from Symyx, Inc.; (n) evidence that (i) the Liens securing Indebtedness owed by Borrower to Symyx, Inc. will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (o) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fp) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gq) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hr) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control Agreements; (c) Borrower’s Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) duly executed original signature to a payoff letter from Comerica Bank; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to Comerica Bank will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fh) the Perfection Certificate Certificate(s) of Borrower, together with the duly executed original signature thereto; (gi) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (j) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion at least thirty (30) days prior to the Funding Date of the initial Credit Extension; and (hk) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s Lenders’ obligation to make the initial Credit Extension is subject to the condition precedent that Bank Lenders shall have received, in form and substance satisfactory to BankLenders, such documents, and completion of such other matters, as Bank Lenders may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) a duly executed original signature to the Warrant to be issued to Oxford and a duly executed original signature to the Warrant to be issued to Bank; (c) duly executed original signatures to the Control Agreement[s]; (d) its Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s the States of Delaware and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each California as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) duly executed original signatures to the completed Borrowing Resolutions for BorrowerBorrower (one set for each Lender); (df) certified copies, dated as of a recent date, of financing statement searches, as Bank may Lenders shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (eg) the Warrants; (f) the Perfection Certificate a legal opinion of Borrower, ’s counsel dated as of the Effective Date together with the duly executed original signature signatures thereto; (gh) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof two Perfection Certificate(s) executed by Borrower (one for each Lender); (i) evidence satisfactory to Bank Lenders that the insurance policies and endorsements required by Section 6.7 6.4 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bankeach Lender; and (hj) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.4 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension under this Agreement is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationthe following: (a) scanned copies of the duly executed original signatures to the Loan DocumentsDocuments to be entered into on the Effective Date, including this Agreement, any Control Agreements, any intellectual property security agreements, the Fee Letter and the Perfection Certificate and all notices, certificates, documents, agreements and deliverables to be provided under or in connection therewith; (b) scanned copies of the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries each Loan Party certified by the Secretary of State (or equivalent agency) of Borrowersuch Loan Party’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary such Loan Party is qualified to conduct business except where the failure to do so could not reasonably be expected to have a material adverse effect on such Loan Party’s business, each as of a date no earlier than thirty fifteen (3015) days prior to the Effective Date; (c) duly executed original signatures to scanned copies of the completed Borrowing Resolutions for Borrowereach Loan Party; (d) scanned certified copies, dated as of a recent date, of financing statement searches and intellectual property searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements and intellectual property searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) copies of proper financing statements, to be filed on the WarrantsEffective Date under the Code of all jurisdictions that Bank may deem necessary or desirable in order to perfect the Liens created hereunder, covering the Collateral; (f) scanned copy of an executed legal opinion of counsel of each Loan Party dated as of the Perfection Certificate of Borrower, together with the duly executed original signature theretoEffective Date; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.07 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and; (h) scanned copies of the (i) documentation and other information requested by Bank in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least five (5) days prior to the Effective Date and (ii) at least five (5) days prior to the Effective Date, if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification; (i) Bank shall have completed a due diligence investigation of Borrower and its Subsidiaries in scope, and with results, satisfactory to Bank, and shall have been given such access to the management, records, books of account, contracts and properties of Borrower and its Subsidiaries and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as Bank shall have requested; (j) no Material Adverse Change shall have occurred since December 31, 2020; (k) upon Bank confirming in writing to Borrower that all other conditions precedent set forth in Sections 3.01 and 3.02 have been satisfied, payment of the fees and Bank Expenses then due as specified in Section 2.4 2.05 hereof, including any fees pursuant to Section 2.05(a); (l) all certificates or other instruments representing or evidencing any Pledged Interests, accompanied by appropriate duly executed instruments of transfer or assignment (including, without limitation, stock powers and irrevocable proxies) in blank; and (m) all other documents in form and substance reasonably requested by and satisfactory to Bank.

Conditions Precedent to Initial Credit Extension. Bank’s 's obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrower shall have delivered duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) the Each Borrower shall have delivered its Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each appropriate governmental authority as of a date no earlier than thirty (30) days prior to the Effective Date; (c) Borrower shall have delivered duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) Borrower shall have delivered an update letter to the WarrantsPerfection Certificate(s) previously delivered to Bank; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) Borrower shall have delivered the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory 6.5 hereof; (g) Borrower shall have delivered to Bank that an executed amendment to the insurance policies Asset Purchase Agreement in form and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice substance acceptable to Bank (or endorsements reflecting the same) in favor of Bank; and; (h) payment of Borrower shall have paid the fees and Bank Expenses then due as specified herein; and (i) Borrower shall have delivered such other documents and agreements, and taken such other actions, as Bank shall have determined is necessary or desirable in Section 2.4 hereofconnection with the consummation of the transactions contemplated hereunder and under the other Loan Documents.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or have receiveddelivered, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) the its Operating Documents and long-form a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the WarrantsPerfection Certificates executed by Borrower and each Guarantor; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto[intentionally omitted]; (g) [intentionally omitted]; (h) [intentionally omitted]; (i) the insurance policies and/or endorsements required pursuant First Amendment to Section 6.7 hereof Intellectual Property Security Agreement executed by Borrower; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hk) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the First Loan Modification Agreement with respect to the Senior Loan Agreement; (c) the Warrant together with a capitalization table and copies of Borrower’s equity documents; (d) the SVB Control Agreement of each Borrower and any other Control Agreement(s) required by Bank; (e) Operating Documents of each Borrower and long-a long form good standing certificates certificate of each Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessDelaware, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cf) duly executed original signatures to the completed and executed Borrowing Resolutions for each Borrower; (dg) a secretary’s corporate borrowing certificate and shareholder consent for Inc.; (h) a limited liability company borrowing certificate and requisite manager consent for LLC; (i) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ej) completed exhibits to the WarrantsIP Agreement and copies of searches with the United States Patent and Trademark Office and the United States Copyright Office for each Borrower; (fk) the Perfection Certificate of each Borrower, together with the duly executed original signature thereto; (gl) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof 6.4 of this Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses and cancellation notice to Bank (or including certificates on ▇▇▇▇▇ 25 and ▇▇▇▇▇ 28 forms and endorsements to the policies reflecting the same) in favor of Bank; and); (hm) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.2.3 of this Agreement;

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Borrowers shall have delivered duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) Borrowers shall have delivered duly executed original signatures to the Control Agreements; (c) Borrowers shall have delivered its Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries (i) Parent certified by the Secretary of State of the States of Delaware and California; and (or equivalent agencyii) Broadband certified by the Secretary of Borrower’s and such Subsidiaries’ jurisdiction State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each the State of Georgia as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) Borrowers shall have delivered duly executed original signatures to the completed Borrowing Resolutions for each Borrower; (de) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Borrowers shall each have delivered a Perfection Certificate of Borrower, together with the duly executed original signature theretoCertificate; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof Borrowers shall have delivered evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (h) payment of Borrowers shall have paid the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control Agreements; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) duly executed original signature to a payoff letter from Bank of the West; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to Bank of the West will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fh) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gi) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hj) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Mezzanine Loan Agreement and satisfaction of the conditions therein; (b) duly executed signatures to the Loan Documents; (bc) the Operating Documents and a long-form good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation Delaware and each jurisdiction other state in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the secretary’s corporate borrowing certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed signatures to the completed Borrowing Resolutions for Borrower;; 224419751 v2 (df) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gh) with respect to the insurance policies and/or endorsements required pursuant initial Advance, the completion of the Initial Audit; (i) with respect to Section 6.7 hereof evidence satisfactory the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of BankBorrower’s Accounts); and (hj) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.6 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control Agreements; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) certified copies, dated as of a recent date, of financing statement searches, as Bank may requestshall have requested, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a legal opinion of Borrower’s counsel dated as of the insurance policies and/or endorsements required pursuant to Section 6.7 hereof Effective Date together with the duly executed original signature thereto; (h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and; (hi) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the each Borrower’s Operating Documents and long-form a good standing certificates certificate of each Borrower and its Subsidiaries certified by by, with respect to Parent, the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified Delaware and, with respect to conduct businessSequenom Center, each as the Secretary of State of the State of Michigan, of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed original signatures to the completed Borrowing Resolutions for each Borrower; (d) a payoff letter from the Michigan Strategic Fund providing for, on the Effective Date, the payoff in full of all Indebtedness owing from Borrowers to the Michigan Strategic Fund and the release of all liens or security interests securing such Indebtedness; (e) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of BorrowerParent, together with the duly executed original signature signatures thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (h) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of each Borrower, together with the duly executed original signature signatures thereto; (f) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (g) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (h) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) the Operating Documents and long-form good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessthe State of California, each as of a date no earlier than thirty (30) [***] days prior to the Effective Date; (c) duly executed original signatures a secretary’s certificate of Borrower with respect to the completed such Borrower’s Operating Documents, incumbency, and Borrowing Resolutions for Borrower; (d) duly executed signatures to a payoff letter from Perceptive; (e) evidence that (i) the Liens securing Indebtedness owed by Borrower to Perceptive will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, substantially concurrently with the initial Credit Extension, be terminated; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fg) the Perfection Certificate of executed by Borrower, together with the duly executed original signature thereto; (gh) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hi) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) [reserved]; (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (df) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (gh) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof [reserved]; (i) [reserved]; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; (k) with respect to the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including any other information reasonably requested by Bank with respect to Borrower’s Accounts); and (hl) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control Agreement(s); (c) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a landlord’s consent in favor of Bank for each of Borrower’s leased locations by the insurance policies and/or endorsements required pursuant to Section 6.7 hereof respective landlord thereof, together with the duly executed original signatures thereto; (h) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (i) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hj) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Borrower shall consent to or have receiveddelivered, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) duly executed original signatures to the Control Agreements; (c) its Operating Documents and long-form a good standing certificates certificate of each Borrower and its Subsidiaries certified by the Secretary of State of the State of California (or equivalent agencywith respect to Comarco, Inc.) and the Secretary of Borrower’s State of the State of Delaware (with respect to Comarco Wireless Technologies, Inc.) and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (cd) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (de) [omitted]; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to US Bank will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated. (g) certified copies, dated as of a recent date, of financing statement searches, as Bank may shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (eh) the WarrantsPerfection Certificate(s) executed by Borrower; (fi) the Perfection Certificate of Borrower, together with the duly executed original signature thereto[omitted]; (gj) the insurance policies and/or endorsements required pursuant to Section 6.7 hereof evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bankhereof; and (hk) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Warrant; (c) Reserved; (d) the Operating Documents and long-form good standing certificates (or, in the case of Bermuda Borrower, a certificate of compliance and tax assurance certificate) of each Borrower and its Subsidiaries certified by the Secretary of State of Delaware (or equivalent agency) agency of Borrower’s and such Subsidiaries’ 's jurisdiction of organization or formation organization) and in each jurisdiction in which each Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (ce) duly executed original signatures to the completed Borrowing Resolutions for each Borrower; (df) certified copies, dated as of a recent date, of financing statement Lien searches, as Bank may request, accompanied by written evidence (including any UCC termination statementsstatements and any deed of release) that the Liens indicated in any such financing statements or other filings either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (e) the Warrants; (fg) the Perfection Certificate of each Borrower, together with the duly executed original signature thereto; (gh) Intellectual Property search results and completed exhibits to the insurance policies and/or endorsements required pursuant to Section 6.7 hereof IP Agreement for each Borrower; (i) legal opinions of Borrower’s US counsel and Bank’s Bermuda counsel dated as of the Effective Date, together with the duly executed signatures thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and (hk) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.3 hereof.