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) duly executed original signatures to the Control Agreements; (c) Borrower’s Operating Documents and a long-form good standing certificate of Borrower 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; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (j) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (k) 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 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) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a long-form good standing certificate of Borrower certified by the Secretary of State of the State State(s) of Delaware Delaware, together with any certificates of foreign qualifications from each jurisdiction in which Borrower is qualified, each dated as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the Secretary’s Corporate Certificate with completed Borrowing CertificateResolutions for Borrower; (e) Certificates the PJC Intercreditor Agreement by PJC Capital in favor of Foreign Qualification of Borrower (as applicable)Bank, certified by together with the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Dateduly executed original signatures thereto; (f) [Reserved]; (g) [Reserved]; (h) certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (gi) the Perfection Certificate Certificates of BorrowerBorrower and Guarantor, together with the duly executed original signature signatures thereto; (hj) a landlord’s consent in favor of Bank for ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ , ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and for 1 Dexter Road, East Providence, Rhode Island, by the respective each landlord thereof, together with the duly executed original signatures thereto; (ik) [Reserved]; (l) a legal opinion of Borrower’s counsel 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; (jm) the duly executed original signatures to the Guaranty Agreement and the Security Agreement, together with a Secretary’s Certificate and duly executed original signatures to the completed Borrowing Resolutions for Guarantor; (n) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 (ko) 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[reserved]; (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretarya secretary’s Corporate Borrowing Certificatecertificate 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) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) [reserved]; (g) duly executed signature to a payoff letter from Pacific Western Bank; (h) evidence that (i) the Liens securing Indebtedness owed by Borrower to Pacific Western 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; (i) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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 or have been or, in connection with the initial Credit Extension, will be terminated or released; (gj) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (ik) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto[reserved]; (jl) [reserved]; (m) [reserved]; (n) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; (o) [reserved]; (p) [reserved]; and (kq) 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 executed original signatures to the Mezzanine Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (b) duly executed original signatures to the Control Agreements; (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State of the State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretarya secretary’s Corporate Borrowing Certificatecertificate 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 to which it is a party; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed pdf signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) except as to Excluded Sites, a landlordbailee’s consent waiver in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇each location where Borrower maintains property with a third party, by the respective landlord thereofeach such third party, together with the duly executed original signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed original pdf signature thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; (k) 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 (kl) 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 Senior Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed signatures to the Loan Documents; (b) duly executed original signatures to the Control Agreements; (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State of the State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretarya secretary’s Corporate Borrowing Certificatecertificate 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 to which it is a party; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed pdf signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) except as to Excluded Sites, a landlordbailee’s consent waiver in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇each location where Borrower maintains property with a third party, by the respective landlord thereofeach such third party, together with the duly executed original signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed original pdf signature thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; and (k) 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 a Term Loan is subject to the condition precedent that Bank Collateral Agent shall consent to or shall have received, in form and substance satisfactory to BankCollateral Agent, such documents, and completion of such other matters, as Bank Collateral Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments to which each Borrower is a party; (b) duly executed original signatures to the Control Agreements, or similar, with respect to each of Borrowers’ deposit and securities accounts, as applicable; (c) Borrower’s Operating Documents and a long-form good standing certificate duly executed original Secured Promissory Notes in favor of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior each Lender according to the Effective Dateits Commitment Percentage; (d) Secretary’s Corporate Borrowing Certificatethe certificate(s) for the Shares, together with assignment(s) separate from certificate, duly executed in blank; (e) Certificates the Operating Documents of Foreign Qualification Parent and a good standing certificate of Borrower (as applicable), Parent certified by the applicable secretary Registrar of state Companies of the Province of British Columbia and each other jurisdiction in which Parent is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of Protox US and good standing certificates of Protox US certified by the Secretary of State of the State of Delaware, California and each state in which Protox US is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificate for each Borrower; (h) duly executed original signatures to an officer’s certificate for each Borrower, in a form acceptable to Collateral Agent; (i) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements statement searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hj) a landlord’s consent executed in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures theretoCollateral Agent in respect of each Borrower’s leased location(s); (ik) a legal opinion of Borrower’s Borrowers’ counsel dated as of the Effective Date together with the duly executed original signature signatures thereto; (jl) duly executed original signatures to the Investment Letter; (m) evidence satisfactory to Bank Collateral Agent that the insurance policies required by Section 6.5 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 BankCollateral Agent, for the ratable benefit of the Lenders; and (kn) 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. BankEach Lender’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 BankCollateral Agent and each Lender, such documents, and completion of such other matters, as Bank Collateral Agent and each Lender 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 AgreementsAgreement(s); (c) Borrower’s duly executed original Promissory Notes; (d) its Operating Documents and a long-form good standing certificate certificates (or equivalents) of Borrower certified by the Secretary of State of the State of Delaware Washington (and such other states and/or jurisdictions in which Borrower is qualified to do and or doing business, if any) as of a date no earlier than thirty (30) days prior to the Effective Closing Date; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed original signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) a legal opinion of Borrower’s counsel, addressed to Lender, dated as of the Closing Date, together with the duly executed original signatures thereto; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank Collateral 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent executed in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by except the respective landlord thereof, together with the duly executed original signatures theretoExcluded Location; (i) a legal opinion bailee waiver executed in favor of Borrower’s counsel dated as Collateral Agent in respect of the Effective Date together with the duly executed original signature theretoeach third party bailee where Borrower or any Subsidiary maintains Collateral (excluding Clinical Testing Assets) having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (j) the Perfection Certificate executed by Borrower; (k) a payoff letter from Oxford in respect of the Oxford Existing Indebtedness; (l) evidence that (i) the Liens securing the Oxford 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; (m) the Vulcan Subordination Agreement, duly executed by each of the parties thereto; (n) evidence satisfactory to Bank Collateral Agent and the Lenders that the insurance policies required by Section 6.5 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 BankCollateral Agent, for the ratable benefit of the Lenders; and (ko) 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 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) each Co-Borrower’s Operating Documents and a long-form good standing certificate certificates of each Co-Borrower certified by the Secretary of State (or equivalent agency) of the State such Co-Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which such Co-Borrower 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) Secretary’s Corporate Borrowing Certificateduly executed original signatures to the IP Agreements; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed original signatures to the Effective Datecompleted Borrowing Resolutions for each Co-Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (g) the Perfection Certificate of each Co-Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (ih) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (j) evidence evidence, satisfactory to Bank in its sole discretion confirming that Upstart Holdings, Inc. is in good standing with the insurance policies required by Section 6.5 hereof are Secretary of State and the Franchise Tax Board in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor the state of BankCalifornia; and (ki) 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) UCC National Form Financing Statement; (d) agreement to furnish insurance; (e) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (f) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion (or an opinion qualified only for going concern solely related to Borrower’s liquidity), company prepared consolidated balance sheets and profit and loss statements for the most recently ended month in accordance with Section 6.2, and such documentsother updated financial information as Bank may reasonably request; (g) evidence of Borrower’s receipt of not less than Fifty-Eight Million Dollars ($58,000,000) of net cash proceeds from the sale of Borrower’s equity securities on terms reasonably satisfactory to Bank; (h) current Compliance Certificate in accordance with Section 6.2; (i) a payoff letter from TriplePoint in respect of the Existing Indebtedness; (j) 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; (k) a Perfection Certificate; (l) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (m) a Bailee Waiver with respect to each third-party location where Borrower maintains any of the Collateral valued in excess of Two Hundred Fifty Thousand Dollars ($250,000); (n) an Automatic Debit Authorization; and (o) 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) duly executed original signatures to the Control Agreements; (c) Borrower’s Operating Documents and a long-form good standing certificate of Borrower 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; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (j) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (k) 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) establishment of the Cash Collateral Account; (b) duly executed original signatures to the Loan Documents; (bc) duly executed original signatures of Borrower to the Control AgreementsISR Debentures and their translation to Hebrew, duly executed notices to the Israeli Registrar of Companies for the registration of the ISR Debentures and original confirmation of such translations’ compatibility, as required for the registration of the ISR Debentures; (cd) an officer certificate of ISR Borrower with respect to ISR Borrower’s articles, certificate of incorporation, incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, together with the duly executed original signatures thereto; (e) US Borrower’s Operating Documents and a long-form good standing certificate certificates of US Borrower certified by the Secretary of State (or equivalent agency) of the State US Borrower’s jurisdiction of Delaware as of a date no earlier than thirty (30) days prior organization or formation and each jurisdiction in which Borrower is qualified to the Effective Date; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable)conduct business, certified by the applicable secretary of state each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a secretary’s certificate of US Borrower with respect to US 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; (g) duly executed original signatures to the completed Borrowing Resolutions for each Borrower; (h) certified copies, dated as of a recent date, of financing statement and other lien filing searches, US Companies Registry searches and Israel Companies Registrar searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) 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, in each case with respect to each Borrower; (gi) the Perfection Certificate Certificate(s) of each Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (ij) Intellectual Property search results and completed exhibits to the IP Agreement; (k) a legal opinion of ISR Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jl) evidence satisfactory to Bank that all filings required to have been made pursuant to the ISR Debentures and the other Loan Documents have been made to secure a first-ranking Lien in favor of the Bank on the Collateral, and all other actions required to have been taken by Borrower or any other party prior to the initial Credit Extension shall have been taken and all consents and other authorizations shall have been obtained prior to the initial Credit Extension, all in accordance with the terms of the ISR Debentures and the other Loan Documents; and that a first-ranking Liens have been registered in favor of the Bank pursuant to the ISR Debentures (m) written approval from the NATI and Investment Center with respect to the creation of the security interest by Borrower over the Collateral in favor of Bank; (n) 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 6.5 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 Bank; (o) 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 (kp) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.6 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 and each Lender shall have received, in form and substance satisfactory to BankAgent and such Lenders, such documents, and completion of such other matters, as Bank Agent and such Lenders 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 AgreementsAgreement(s); (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate duly executed original signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates evidence that the Prior Loan Agreement, together with all documents and agreements executed in connection therewith, shall have been terminated and all amounts thereunder shall have been paid in full, it being acknowledged and agreed by SVB, as “Bank” under the Prior Loan Agreement, that (i) SVB waives any prior written notice requirements of Foreign Qualification of Borrower such repayment; and (ii) such repayment in full under the Prior Loan Agreement shall not include any “2015 Prepayment Premium” (as applicablesuch term is defined in the Prior Loan Agreement), certified and payment of any 2015 Prepayment Premium that otherwise may be due and owing to SVB (as “Bank” under the Prior Loan Agreement) as a result of any such repayment in full is hereby waived in full by SVB (as “Bank” under the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective DatePrior Loan Agreement); (f) evidence that (i) the Liens securing the Existing SVB Obligations under the Prior Loan Agreement will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens in favor of SVB under such Prior Loan Agreement, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension hereunder, be terminated; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) evidence satisfactory to Agent that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses or endorsements in favor of Agent; (i) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (gj) executed copies of the Perfection Certificate of BorrowerSubordinated SVB Loan and Security Agreement, together with the duly all documents executed original signature theretoand/or delivered in connection therewith; (hk) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures theretoto (i) the Lender Intercreditor Agreement; and (ii) the SVB Subordination Agreement; (il) a legal an opinion of Borrower’s counsel dated in form and covering such matters as of the Effective Date together with the duly executed original signature thereto; (j) evidence satisfactory are acceptable to Bank that the insurance policies required by Section 6.5 hereof are Lenders in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Banktheir discretion; and (km) payment of the fees and Bank Lender 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 and each Lender shall have received, in form and substance satisfactory to BankCollateral Agent and each Lender, such documents, and completion of such other matters, as Bank Collateral 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 original signatures to the Warrants; (c) duly executed original signatures to the Control Agreements; (cd) Borrower’s duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage; (e) the (i) Operating Documents of Borrower and a its Subsidiaries and (ii) long-form good standing certificate certificates (A) of Borrower certified by the Secretary of State of the State Borrower’s jurisdiction of Delaware as organization or formation and (B) of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), its Subsidiaries certified by the applicable secretary Secretary of state State or equivalent agency, if any, of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and (C) 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; (f) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (g) duly executed original signature to a payoff letter from Pacific Western Bank; (h) evidence that (i) the Liens securing Indebtedness owed by Borrower to Pacific Western 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; (i) certified copies, dated as of a recent date, of financing statement searches, as Bank shall Collateral 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; (gj) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hk) a landlordbailee’s consent waiver in favor of Bank Collateral Agent for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇each location (other than tooling locations, ▇▇▇▇▇ ▇▇▇clinical trial locations and contract manufacturing locations) where Borrower maintains property, ▇▇▇▇▇▇▇having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇with a third party, by the respective landlord thereofeach such third party, together with the duly executed original signatures thereto; (il) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jm) evidence satisfactory to Bank that the insurance policies required by Section 6.5 hereof are in full force a copy of Borrower’s Registration Rights Agreement, Investors’ Rights Agreement, and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bankany amendments thereto; and (kn) 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 The obligation of Lender 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, the following: (a) this Agreement duly executed by Borrowers; (b) an officer’s certificate of each Borrower set forth in Exhibit C hereof, with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) the IP Security Agreements; (d) the Pledge Agreements; (e) the ▇▇▇▇▇ Intercreditor Agreement; (f) the Rosedale Intercreditor Agreement; (g) the Third Party Waivers; (h) [intentionally omitted]; (i) the Guaranties and Guarantor Security Instruments, each duly executed by Guarantor in favor of Lender; (j) a certified copy of one or more financing statement(s) (Form UCC-1) with respect to the security interest in favor of Lender in the Collateral filed with the appropriate office(s) in the appropriate jurisdiction(s); (k) evidence, satisfactory to Lender, that upon the funding of the Term Loan, the Acquisition Transaction will be completed; (l) copy of the fully executed Acquisition Documents certified by an officer of Nationwide New; (m) evidence, satisfactory to Lender, that the ▇▇▇▇▇ Debt has been funded; (n) copies of all documents representing the grant to Lender or its designee of 500,000 shares of common stock of Entrade, Inc. which shall become effective immediately upon the closing of this Term Loan and evidence of delivery of all such shares to Lender’s counsel to hold in escrow with instruction to deliver to Lender upon the closing of the Term Loan; (o) the Entrade Warrant; (p) copies of the Acquisition Documents certified by a Responsible Officer of Socal Acquisition; (q) payment of all the Lender Expenses incurred through the Closing Date, including attorneys’ fees and filing fees; (r) financial statements for each Borrower, together with company prepared balance sheets and income statements, for the most recently ended fiscal quarter and year in accordance with Section 6.4, and such other updated financial information as Lender may request; (s) NAF and Lender shall have entered into the NAF Loan Agreement; (t) Nationwide Auction shall have entered into lease agreements with respect to the real property identified on Schedule 6.10, which agreements shall be in form and substance satisfactory to Lender; (u) the Settlement Agreement and all related documents; and (v) such other documents or certificates, 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) duly executed original signatures to the Control Agreements; (c) Borrower’s Operating Documents and a long-form good standing certificate of Borrower 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; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (j) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (k) 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 AgreementsWarrant; (c) duly executed original signatures to the Control Agreement[s]; (d) Borrower’s and each Subsidiary’s Operating Documents and a long-form good standing certificate of Borrower and each Subsidiary certified by the Secretary of State of the State state of Delaware organization as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates an officer’s certificate of Foreign Qualification the Borrower certifying as to resolutions approved by Borrower’s Board of Borrower (as applicable)Directors and incumbency, certified and a copy of resolutions adopted by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective DateBorrower’s stockholders; (f) evidence satisfactory to Bank that Borrower and each Subsidiary has received all regulatory approvals appropriate for the operation of its business; (g) evidence satisfactory to Bank that Borrower has received from Drive Capital or its Affiliates at least $3,000,000 of proceeds from the sale or issuance of its equity or Subordinated Debt securities, and that the acquisition of Root pursuant to the Purchase Agreement has been consummated; (h) certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (gi) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hj) an intellectual property security agreement; (k) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereofBank, together with the duly executed original signatures thereto; (il) a legal opinion copy of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature Investors’ Rights Agreement and any amendments thereto; (jm) the original stock certificates representing the Shares, together with appropriate transfer instruments, executed and in blank; (n) evidence satisfactory to Bank that of the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor consummation of Bankthe acquisition pursuant to the Purchase Agreement; and (ko) 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, if any; (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower and each Guarantor certified by the Secretary of State (or equivalent agency) of Borrower’s and guarantor’s respective jurisdiction of organization or formation and of EndoChoice certified by the Secretary of State (or equivalent agency) of the State of Delaware following jurisdictions: Georgia, Nevada, Tennessee, and New York, in each case dated as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate duly executed original signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Date[intentionally omitted]; (f) evidence that the Loan Agreement dated as of February 24, 2012, between Borrower and PNC Bank (formerly known as RBC Bank (USA) (the “Prior Lender”), as amended, together with all documents and agreements executed in connection therewith, shall have been terminated and all amounts thereunder shall have been paid in full; (g) evidence that (i) the Liens securing Indebtedness owed by 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 the initial Credit Extension, be terminated; (h) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (gi) the consolidated Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (ij) a landlord’s consent in favor of Bank for ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Alpharetta, Georgia 30009 by the respective landlord thereof and each other leased location as may be required by Bank, together with the duly executed original signatures thereto; (k) a bailee’s waiver in favor of Bank for each location in the United States where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (l) a legal opinion of Borrower’s and Guarantor’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jm) the duly executed original signatures to the Guaranty, together with the duly executed original signatures to the completed Borrowing Resolutions for Guarantor; (n) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; (o) consolidating and audited consolidated financial statements for the fiscal year ended December 31, 2012 from EndoChoice and its Subsidiaries, prepared under GAAP, consistently applied, together with an unqualified opinion on the audited financial statements from an independent certified public accounting firm reasonably acceptable to Bank; and (kp) 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 the following documents, and completion of such other the following matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan DocumentsDocuments (other than Loan Documents that are permitted to be delivered after the Effective Date in accordance with the Postclosing Letter); (b) duly executed original signatures to the Control Agreements; (c) Borrower’s Operating Documents and a long-form good standing certificate of Borrower 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; (dc) SecretaryEach Domestic Guarantor’s Corporate Borrowing Certificate; (e) Certificates Operating Documents and a good standing certificate of Foreign Qualification of Borrower (as applicable), each Domestic Guarantor certified by the applicable secretary Secretary of State of the state of such Domestic Guarantor’s formation as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed copies of the completed Borrowing Resolutions for Borrower; (e) duly executed copies of the completed resolutions to guaranty for each Domestic Guarantor; (f) certified copies, dated as of a recent date, of financing statement searchessearches with respect to Borrower and each Domestic Guarantor, as Bank 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; (g) the Perfection Certificate Certificates of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereofBorrower and each Domestic Guarantor, together with the duly executed original signatures thereto; (ih) a legal opinion of Borrower’s and each Domestic Guarantor’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (ji) evidence satisfactory to Bank that the insurance policies required by Section 6.5 hereof are in full force Borrower, PicoChip and effecttheir Subsidiaries, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor taken as a whole, can demonstrate a Liquidity Ratio of Bank; andat least 1.35 to 1.00 on a Pro Forma Basis; (kj) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof; (k) timely receipt of an Effective Date Notice of Borrowing; (l) no event, circumstance, or condition of any character shall have occurred since the date of the Commitment Letter, or shall exist as of the Effective Time (as defined in the Merger Agreement) that has resulted in a Material Adverse Effect (as defined in the Merger Agreement) to Borrower, Picochip and their Subsidiaries, taken as a whole; and (m) the Specified Merger Agreement Representations and the Specified Representations shall be true, accurate, and complete in all material respects on the date of the Notice of Borrowing and on the Funding Date of the initial Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default (other than an Event of Default described in Sections 8.3 or 8.8) shall have occurred and be continuing or result from the Credit Extension. The initial Credit Extension is Borrower’s representation and warranty on that date that the Specified Merger Agreement Representations and the Specified Representations remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date.

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 AgreementsWarrant; (c) Borrower’s duly executed original signatures to the Control Agreements, if any; (d) the Operating Documents and a long-form good standing certificate certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of the State Borrower’s and such Subsidiaries’ jurisdiction of Delaware 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; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed original signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (g) the Perfection Certificate Certificate(s) of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party (unless such leased location contain less than Fifty Thousand Dollars ($50,000) in Borrower’s counsel dated as of the Effective Date assets or property), by each such third party, together with the duly executed original signature signatures thereto; (j) a copy of Borrower’s Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (k) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; and (kl) 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 Documentsthis Agreement; (b) duly executed original signatures to the Control AgreementsWarrant, together with a capitalization table and copies of Borrower’s equity documents; (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary Secretaries of State (or equivalent agency) of the State States of Delaware and California and each other jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretarya secretary’s Corporate Borrowing Certificatecertificate 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) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed original signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) to the extent required pursuant to Section 7.2, a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇each of Borrower’s leased locations, by the respective landlord thereof, together with the duly executed original signatures theretothereto provided that a landlord consent is not required for Borrower’s location at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Parkway, Pleasanton, California 94566; (i) a legal opinion bailee’s waiver in favor of Borrower’s counsel dated as of the Effective Date Bank for each location where Borrower maintains property with a value exceeding Two Million Dollars ($2,000,000) with a third party, by each such third party, together with the duly executed original signature signatures thereto; (j) evidence satisfactory 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 required by Section 6.5 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 Bankrespect to Borrower’s Accounts); and (k) 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 executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control AgreementsWarrant; (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of the State Borrower’s and such Subsidiaries’ jurisdiction of Delaware 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; (d) Secretary’s Corporate duly executed original signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hf) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (ig) a legal opinion copy of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature Investors’ Rights Agreement and any amendments thereto; (h) evidence that the convertible note agreement by and between Borrower and Zeneca Inc., together with all documents and agreements executed in connection therewith (including filing of a UCC-3 amendment), has been amended to remove intellectual property as secured collateral; (i) evidence that Borrower has received net new cash proceeds (on or about the Effective Date) in an aggregate amount not less than Eight Million Eighty-Five Thousand Dollars ($8,085,000) from the incurrence of Subordinated Debt with investors and on terms and conditions acceptable to Bank in its sole discretion; (j) a Subordination Agreement, duly executed by New Enterprise Associates 13, L.P., Zeneca, Inc., ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Innovation – JJDC, Inc., Hatteras Venture Partners III, L.P., Hatteras Venture Affiliates III, L.P., Venture Capital Multiplier Fund, LP, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Ventures II, L.P., FSV II, L.P., FSV II-B, L.P. and Syno Ventures Master Fund, LP; (k) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; and (kl) 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 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, the Fee Letter and the Perfection Certificate; (b) duly executed original signatures to scanned copies of the Control Agreements; (c) Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower each Loan Party certified by the Secretary of State (or equivalent agency) of such Loan Party’s jurisdiction of organization or formation and each jurisdiction in which such Loan Party is qualified to conduct business except where the State of Delaware 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 ten (3010) days prior to the Effective Date; (dc) Secretary’s Corporate scanned copies of the completed Borrowing CertificateResolutions for each Loan Party; (ed) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Date; (f) scanned certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (ge) copies of proper financing statements, to be filed on the Perfection Certificate Effective Date under the Code of Borrowerall jurisdictions that Bank may deem necessary or desirable in order to perfect the Liens created hereunder, together with covering the duly executed original signature theretoCollateral; (hf) a landlord’s consent in favor scanned copy of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly an executed original signatures thereto; (i) a legal opinion of Borrower’s counsel of each Loan Party dated as of the Effective Date together with the duly executed original signature theretoDate; (jg) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.07 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 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) scanned copy of a Borrowing Base Certificate for the period ending October 31, 2020; (j) 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; (k) no Material Adverse Change shall have occurred since January 31, 2020; (l) 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); and (m) 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.

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 signature to the Control AgreementsWarrant, together with a capitalization table; (c) Borrower’s the Operating Documents and a (i) long-form good standing certificate of each of Parent Borrower and ML Plus certified by the Secretary of State of Delaware and (ii) certificates of good standing/foreign qualification certified by the Secretary of State of Delaware (A) New York and (B) California, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretarya secretary’s Corporate Borrowing Certificatecorporate borrowing certificate of Parent Borrower with respect to Parent 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) Certificates a limited liability company certificate of Foreign Qualification each of Borrower (as applicable)ML Plus with respect to such ML Plus’ Operating Documents, certified by incumbency, specimen signatures and resolutions authorizing the applicable secretary execution and delivery of state as of this Agreement and the other Loan Documents to which it is a date no earlier than thirty (30) days prior to the Effective Dateparty; (f) duly executed signatures to the completed Borrowing Resolutions for each Borrower; (g) certified copies, dated as of a recent date, of financing statement Lien searches (including, without limitation, UCC searches), as Bank shall 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; (gh) the Perfection Certificate Certificates of each Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) Intellectual Property search results and completed exhibits to the IP Agreement; (j) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jk) duly executed original signature to a payoff letter from Pacific Western Bank; (l) evidence that (i) the Liens securing Indebtedness owed by Borrower to Pacific Western 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; (m) a subordination agreement by MLI Subdebt Facility 1 LLC, in favor of Bank, together with the duly executed original signatures thereto and copies of the underlying documents evidencing Borrower’s Indebtedness with such Person; (n) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.6 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or and endorsements in favor of Bank; and (ko) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.9 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 via the Bank’s portal in DocuSign to the Loan Documents; (b) duly executed original signatures via the Bank’s portal in DocuSign to the Control AgreementsWarrant; (c) Borrower’s duly executed signatures to the Control Agreements required by Section 6.6(b); (d) the Operating Documents and a long-form good standing certificate certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of the State Borrower’s and such Subsidiaries’ jurisdiction of Delaware 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; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by duly executed signatures via the applicable secretary of state as of a date no earlier than thirty (30) days prior Bank’s portal in DocuSign to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) all Indebtedness due to Borrower’s officers, directors, current and former shareholders and other Lien holders, if any, is subordinated to the Obligations pursuant to a landlord’s consent subordination agreement between such holders of Indebtedness and Bank, in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures theretoform and substance satisfactory to Bank; (i) a legal opinion copy of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature Investors’ Rights Agreement and any amendments thereto; (j) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (k) 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, if any; (c) Borrower’s Operating Documents and a long-form good standing certificate of Borrower certified issued by the Secretary Registrar of State of the State of Delaware Companies for British Columbia as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate duly executed original signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 PPSA searches, as Bank shall request, accompanied by satisfactory written evidence (including any UCC termination statements) or subordination agreements, if applicable, that the Liens indicated in any such financing statements searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the Perfection Certificate Certificates of BorrowerBorrower and Guarantor, together with the duly executed original signature signatures thereto; (g) consummation by Borrower of the Equity Event; (h) a landlord’s consent in favor of Bank for ▇ ▇with respect to ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto. Notwithstanding the foregoing, Borrower shall obtain and deliver to Bank such landlord’s consent on or prior to the date that is sixty (60) days following the Effective Date; (i) a legal opinion bailee’s waiver in favor of Borrower’s counsel dated as of the Effective Date Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signature signatures thereto. Notwithstanding the foregoing, Borrower shall obtain and deliver such bailee’s waivers on or prior to the date that is thirty (30) days following the Effective Date; (j) the duly executed original signatures to the Secured Guaranty Documents, together with the duly executed original signatures to the completed Borrowing Resolutions for Guarantor; (k) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; and (kl) 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 AgreementsWarrants; (c) Borrower’s duly executed original signatures to the Control Agreement(s); (d) the Operating Documents and a long-form good standing certificate certificates of Borrower and its Domestic Subsidiaries certified by the Secretary of State (or equivalent agency) of the State Borrower’s and such Domestic Subsidiaries’ jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed original signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for Borrower’s leased location at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion bailee’s waiver in favor of Borrower’s counsel dated as of the Effective Date Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signature signatures thereto; (j) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (k) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; and (kl) 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 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 have reasonably deem necessary or appropriaterequested, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control AgreementsWarrants, together with a capitalization table; (c) Borrower’s stock power forms (5 originals) executed by Borrower with respect to the Securities Corp. and delivery of stock certificates evidencing ownership interest in the Securities Corp.; (d) the Operating Documents and (i) a long-form good standing certificate of Borrower certified by the Secretary of State of Delaware and (ii) a good standing/foreign qualification certificate of Borrower certified by the Secretary of State (or equivalent agency) of Delaware Massachusetts, each dated as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification a secretary’s corporate borrowing certificate of Borrower (as applicable)with respect to Borrower’s Operating Documents, certified by incumbency and resolutions authorizing the applicable secretary execution and delivery of state as of a date no earlier than thirty (30) days prior to this Agreement and the Effective Dateother Loan Documents; (f) duly executed signatures to the completed Borrowing Resolutions for Borrower; (g) a subordination agreement by SHIONOGI & CO., LTD. in favor of Agent and the Lenders, together with the duly executed original signatures thereto and copies of the underlying documents evidencing Borrower’s Indebtedness with such Person; (h) certified copies, dated as of a recent date, of financing statement Lien searches (including without limitation, UCC searches), as Bank shall Agent may request, accompanied by written evidence (including any UCC termination statementsstatements and other Lien releases) 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 ExtensionExtension hereunder, will be terminated or released; (gi) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (ij) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date Date, together with the duly executed original signature thereto; (jk) evidence satisfactory to Bank Agent that the insurance policies and endorsements required by Section 6.5 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 BankAgent; (l) evidence satisfactory to Agent that Borrower has received, on or after the Effective Date, at least One Hundred Million Dollars ($100,000,000.00) in net proceeds from the sale of Borrower’s Series D equity securities to investors acceptable to Agent in its sole discretion; and (km) 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 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) Borrower shall have delivered duly executed original signatures to the Loan DocumentsDocuments to which it is a party, including this Agreement, and one or more Control Agreements relative to all Collateral Accounts maintained with any affiliate of Bank; (b) Borrower, Gold Hill, and Bank shall have entered into the amendments to the 2005 Loan Agreement and the GH-SVB Intercreditor Agreement referenced in Recital II above and such amendments shall be in full force and effect; (c) Borrower shall have delivered duly executed original signatures to one or more Control Agreements relative to all Collateral Accounts maintained with any institution (other than Bank or any affiliate of Bank), except to the Control Agreementsextent expressly not required under Section 6.8(b); (cd) Borrower’s Borrower shall have delivered its Operating Documents and a long-form good standing certificate of Borrower 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; (d) Secretary’s Corporate Borrowing CertificateDate acceptable to Bank in its good faith business judgment; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior shall have delivered duly executed original signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (g) Borrower shall have delivered the Perfection Certificate of Certificate(s) executed by Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto;[reserved] (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto;[reserved] (j) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (k) 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 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 signatures signature to the Control AgreementsWarrant; (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of the State Borrower’s and such Subsidiaries’ jurisdiction of Delaware 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; (d) Secretary’s Corporate duly executed original signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 shall 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; (gf) the Perfection Certificate of executed by Borrower, together with the duly executed original signature thereto; (hg) a landlordbailee’s consent waiver in favor of Bank for ▇ ▇▇▇▇▇ duly executed by Catalent Pharma Solutions, Inc. with respect to its location at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures ; (h) a copy of Borrower’s Registration Rights Agreement and/or Investors’ Rights Agreement and any amendments thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (j) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 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 (kj) 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 of Borrower to the Loan DocumentsDocuments to which it is a party; (b) duly Duly executed original signatures of Borrower to the Control AgreementsAgreement[s]; (c) Borrower’s Borrower shall have delivered its Operating Documents and a long-form good standing certificate of Borrower 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; (d) Secretary’s Corporate Duly executed signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Date; (f) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) Borrower shall have delivered a landlord’s consent executed in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures theretoBank; (ig) 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; (jh) Borrower shall have delivered evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (ki) 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 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 Account Control AgreementsAgreements with SVB Securities, Wachovia Bank, N.A., and Pinnacle National Bank; (cd) Borrower’s its Operating Documents and a long-form good standing certificate of Borrower 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; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed original signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) the Subordination Agreement duly executed by Pinnacle Bank in favor of Bank; (g) the certificate or certificates for the securities included in the Pledged Collateral, accompanied by an instrument of assignment duly executed in blank by Borrower; (h) certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (gi) a legal opinion with respect to the Guarantor, Motricity Deutschland GmbH; (j) the Perfection Certificate of executed by Borrower, together with ; (k) the duly executed original signature thereto; (h) a signatures to each landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with Bank; (1) the duly executed original signatures to each Guaranty, together with the completed Resolutions for each Guarantor; (m) a copy of its Investors’ Rights Agreement and any amendments thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jn) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; (o) the successful completion of a Subsequent Financing; and (kp) 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 Agreements; (c) Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower 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) Secretary’s Corporate duly executed signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 shall 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; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hg) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇each of Borrower’s leased locations, by the respective landlord thereof, together with the duly executed original signatures thereto; (ih) a legal opinion bailee’s waiver in favor of Borrower’s counsel dated as of the Effective Date Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signature signatures thereto; (ji) evidence satisfactory with respect to the initial Advance, a completed Borrowing Base Statement (and any schedules related thereto and including any other information requested by Bank that the insurance policies required by Section 6.5 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 Bankrespect to Borrower’s Accounts); and (kj) 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) delivery of the Second Amendment and satisfactory completion of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (bc) duly executed original signatures to the Control AgreementsAgreement(s); (cd) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed original signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, each of Borrower’s leased locations by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion bailee’s waiver in favor of Borrower’s counsel dated as of the Effective Date Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signature signatures thereto; (j) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 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 (k) 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, if any; (c) Borrower’s Operating Documents and a long-form good standing certificate of Borrower certified by the Secretary of State of the State applicable jurisdiction of Delaware Borrower as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the Secretary’s Corporate Certificate with completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable)the Asahi Intercreditor Agreement by and between Asahi and Bank, certified by together with the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Dateduly executed original signatures thereto; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (g) the Perfection Certificate Certificates of Borrower, together with the duly executed original signature signatures thereto; (h) the IP Agreement of Borrower, together with the duly executed original signatures thereto and any required schedules thereto; (i) (1) within forty-five (45) days of the Effective Date, obtain a landlord’s consent in favor of Bank for the Borrower’s leased location located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, together with the duly executed signatures thereto; and (2) for each other leased location of the Borrower existing on the Effective Date with assets greater than $250,000, Borrower shall, within forty-five (45) days of the Effective Date, use commercially reasonable efforts to obtain a landlord’s consent for each such location, from each respective landlord thereof, together with the duly executed original signatures thereto; (j) (1) within forty-five (45) days of the Effective Date, obtain a bailee’s/warehouseman’s waiver executed by ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc., for the Borrower’s leased warehouse space located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇; and (2) for each other leased warehouse space of the Borrower in existence on the Effective Date with assets greater than $250,000, by Borrower shall, within forty-five (45) days of the Effective Date, use commercially reasonable efforts to obtain a bailee’s/warehouseman’s waiver for each such location, from each respective landlord thereofbailee/warehouseman, together with the duly executed original signatures thereto; (ik) the duly executed original signatures to each Guaranty, together with a Secretary’s Certificate/duly executed original signatures to the completed Borrowing Resolutions for each Guarantor; (l) a legal opinion of Borrower’s counsel as to authority of the Borrowers and enforceability of the Loan Documents, 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; (jm) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (kn) 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; (c) Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State of the State of Delaware and Secretary of State of the State of Florida, 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) Secretary’s Corporate duly executed signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 shall 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; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hg) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇each of Borrower’s leased locations, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jh) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; (i) the completion of the Initial Audit; (j) 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 (k) 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 DocumentsDocuments dated prior to or as of the Effective Date; (b) duly executed original signatures to the Control AgreementsAgreement(s); (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate duly executed original signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 shall 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; (gf) the Perfection Certificate Certificates of BorrowerBorrower and Guarantor, together with the duly executed original signature signatures thereto; (hg) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, each of Borrower’s leased locations by the respective landlord thereof, together with the duly executed original signatures thereto; (ih) a legal opinion bailee’s waiver in favor of Borrower’s counsel dated as of the Effective Date Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signature signatures thereto; (i) the duly executed original signatures to the Ratification of Guaranty, together with the duly executed original signatures to the completed Borrowing Resolutions for Guarantor; (j) the duly executed original signature to the Amendment to Fixed Charge Debenture; (k) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; and (kl) 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; (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of the State Borrower’s and such Subsidiaries’ jurisdiction of Delaware 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; (d) duly executed original signatures to the Secretary’s Corporate Certificate with completed Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Date; (f) Resolutions for Borrower; certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (ge) 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; (f) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hg) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, each of Borrower’s leased locations by the respective landlord thereof, where Borrower maintains property valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($100,000), together with the duly executed original signatures thereto; (h) a bailee’s waiver in favor of Bank for each location where Borrower maintains property valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($50,000) with a third party, by each such third party, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 but not the initial Equipment Advance, the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (k) 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 AgreementsWarrant; (c) Borrower’s duly executed signatures to the Control Agreement, if any; (d) the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State of the State of Delaware and each other jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) duly executed signatures to the completed Borrowing Resolutions for Guarantor; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (gh) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hi) the duly executed signatures to the Guaranty; (j) duly executed signatures to the Stock Pledge Agreement; (k) stock power forms (5 originals) executed by Guarantor with respect to its capital stock of ProgramCo and delivery of original stock certificates evidencing ownership interest in ProgramCo; (l) stock power forms (5 originals) executed by Borrower with respect to its capital stock of Securities Corp. and delivery of stock certificates evidencing ownership interest in Securities Corp.; (m) a landlord’s consent in favor of Bank for ▇ ▇▇Borrower’s leased location at ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (j) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (kn) 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 DocumentsDocuments dated as of the Effective Date to which it is a party; (b) duly executed original signatures to the Control AgreementsAgreement(s); (c) Borrower’s its Operating Documents and a long-form certificate of status (for Canadian Borrower) and a certificate of good standing certificate of Borrower (for U.S. Borrower) certified by the Secretary of State of the State of Delaware applicable government authority as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate Certificate with duly executed original signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Datepayoff letter from Comerica Bank; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to Comerica Bank have been or 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 shall request, accompanied by written evidence (including any UCC Code termination statements/estoppels/confirmations) 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; (gh) Personal Property Security Act estoppels/confirmations for Relational Funding, CIT Financial Ltd. and MCAP Leasing Inc.; (i) the Perfection Certificate of executed by each Borrower, together with the duly executed original signature thereto; (hj) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, each of Borrower’s locations executed by the respective landlord thereof, together with the duly executed original signatures thereto; (ik) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature signatures thereto; (jl) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; (m) the completion of the Initial Audit; and (kn) 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, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationthe following: (a) duly this Agreement, executed original signatures to the Loan Documentsby Borrowers; (b) duly executed original signatures an officer’s certificate of each Borrower with respect to incumbency and resolutions authorizing the Control Agreementsexecution and delivery of this Agreement; (c) Borrower’s Operating Documents such UCC and a long-form good standing certificate of Borrower certified other filings as Bank determines are necessary to perfect all security interests granted to Bank by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective DateBorrowers and Tenrox US; (d) Secretary’s Corporate Borrowing Certificateintellectual property security agreements, executed by each Borrower and Tenrox US; (e) Certificates of Foreign Qualification of Borrower (as applicable)the Interest Rate Addendum, certified executed by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective DateBorrowers; (f) certified copiesthe Itemization of Amount Financed Disbursement Instructions, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied executed 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 releasedBorrowers; (g) the Perfection Certificate of Borrower, together with the duly a Security Agreement executed original signature theretoby Tenrox US; (h) an Unconditional Guaranty executed by Tenrox US; (i) an Amendment to and Affirmation of Subordination Agreement executed by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; (j) an officer’s certificate of Tenrox US with respect to, among other things, incumbency and resolutions authorizing the execution and delivery of a landlord’s consent in favor of Bank guaranty, intellectual property security agreement, security agreement and related documents; (k) for (i) the location with the address ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇and (ii) each other collateral location or warehouse location of any Borrower or Guarantor or any Collateral location not owned by any Borrower or any Guarantor where the aggregate value of Collateral at such locations is in excess of $250,000.00, a landlord subordination agreement, collateral access agreement or bailment waiver, executed by the respective landlord thereoflandlord, warehouseman or bailee of such location, as applicable, together with a copy of the duly executed original signatures theretolease, warehouse or bailment agreement for each such location, as applicable; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (j) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (kl) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof2.5; (m) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (n) current financial statements and other updated financial information as Bank may reasonably request; (o) current Compliance Certificate in accordance with Section 6.2; (p) a Warrant to purchase Silverback’s stock, in form and substance satisfactory to Bank, together with a copy of (i) Silverback’s current capitalization table and (ii) Silverback’s investors current rights agreement; (q) the certificate(s) evidencing the Shares, together with an original instrument of assignment for each certificate evidencing the Shares, duly executed in blank by the applicable Borrower, except for certificate(s) evidencing Shares of Tenrox UK and the corresponding instrument(s) of assignment which shall be delivered pursuant to Section 6.12; (r) an Itemization of Amount Finance Disbursement Instructions, executed by Borrowers; (s) an Automatic Debit Authorization; and (t) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

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 AgreementsAgreement with ▇▇▇▇▇ Fargo Bank with respect to Borrower’s account maintained with ▇▇▇▇▇ Fargo Bank ending 489 (last three digits) (the “▇▇▇▇▇ Fargo Account”); (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State of the State of Delaware and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretarya secretary’s Corporate Borrowing Certificatecertificate 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) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed original signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) duly executed original signature to a payoff letter from Visium; (g) evidence that (i) the Liens securing Indebtedness owed by Borrower to Visium 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 shall 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 or have been or, in connection with the initial Credit Extension, will be terminated or released; (gi) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (ij) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jk) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; (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 Bank with respect to Borrower’s Accounts); and (kn) 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) Borrower’s duly executed original signatures to the Loan Documents; (b) the Borrower’s and the depository bank’s duly executed original signatures to the Control AgreementsAgreement(s), if any; (c) Borrower’s the Operating Documents and Documents, a long-form good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as Delaware, and long-form good standing certificates (or the equivalent thereof) of a date no earlier than thirty (30) days prior to Borrower certified by each of the Effective DateSecretary of State of the State of Texas, the Secretary of State of the State of Illinois and the Secretary of State of the State of California; (d) Secretarya duly executed secretary’s Corporate certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and Borrowing CertificateResolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of duly executed signature to a date no earlier than thirty (30) days prior to the Effective Datepayoff letter from BioPharma; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to BioPharma 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 shall 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; (gh) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (j) evidence satisfactory with respect to the initial Advance, the completion of the Initial Audit; (k) 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 required by Section 6.5 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 Bankrespect to Borrower’s Accounts); and (kl) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.8 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 Control Agreements; (c) Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business and has a material presence or conducts a material portion of its 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) Secretary’s Corporate duly executed signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 Lien searches (including without limitation, UCC searches), as Bank shall Agent may request, accompanied by written evidence (including any UCC termination statementsstatements and other Lien releases) 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 ExtensionExtension hereunder, will be terminated or released; (f) a final execution version of the Contura Sale and Purchase Agreement and any other documents entered into by Borrower or Axonics UK in connection therewith; (g) the Perfection Certificate of Borrower, together with the duly executed original signature signatures thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date Date, together with the duly executed original signature thereto; (j) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (ki) 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 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, as necessary; (c) Borrower’s Operating Documents and a long-form good standing certificate of Borrower certified by the Secretary of State of the State of Delaware Delaware, together with any applicable certificates of foreign qualification, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the Assistant Secretary’s Corporate Certificate with completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 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; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hg) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇such of Borrower’s leased locations as Bank may require, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇if any, by the respective landlord thereof, together with the duly executed original signatures thereto; (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 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; (j) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (k) 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 together with certified copies of Borrower’s organizational documents; (c) agreement to provide insurance; (d) guarantees of VistaPrint Limited and Vista Print Technologies Limited, together with corporate resolutions for each Guarantor in form acceptable to Bank authorizing execution of such guarantee and certified copies of each Guarantors organizational documents; (e) deposit account control agreements for accounts of VistaPrint Limited and Vista Print Technologies Ltd with The Bank of Bermuda Limited or such other bank(s), covering deposit amounts not to exceed $12,000,000 in form reasonably satisfactory to Bank, and subject to Section 4.3; (f) account pledge agreements from VistaPrint Canada Limited, VistaPrint Limited and VistaPrint Technologies Limited in form reasonably satisfactory to Bank, and subject to Section 4.3; (g) deposit account control agreement for accounts of VistaPrint Canada Limited with The Bank of Nova Scotia or such other bank(s) covering deposit amounts not to exceed $12,000,000 in form reasonably satisfactory to Bank, and subject to Section 4.3; (h) an opinion of Borrower’s and Guarantors’ counsel with respect to such matters as Bank’s counsel shall reasonably require which, with respect to Canadian counsel, shall not include enforceability of the Loan Agreement and Security Documents; (i) prior to the Initial Construction Advance (as defined below) a first charge/mortgage on the Premises, which contains a provision assigning to Bank all leases, rental arrangements, rents, land contracts, income and profits arising out of Premises; (j) prior to the Initial Construction Advance a collateral assignment of contract rights in substantially the form of Exhibit E which assigns all contract rights related to the construction of the Project of Borrower to Bank, including but not limited to the plans and specifications of the Project, and all assignable building permits, governmental permits, licenses and authorizations issued from time to time in connection with the Project, and consent to assignment executed by the general contractor and the Project architect all in form reasonably satisfactory to Bank; (k) A general security agreement in form and substance reasonably acceptable to Bank whereby Borrower pledges to Bank a first priority security interest in and to all of Borrower’s tangible and intangible personal property; (l) payment of the fees and Bank Expenses then due specified in Section 2.4; (m) current PPSA Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral registered under the PPSA in the Collateral Province; (n) an annual audit of the Collateral (unless there occurs an Event of Default, at which case such audit may occur more than once a year), the results of which shall be reasonably satisfactory to Bank; (o) current financial statements of VistaPrint Limited (the “Consolidated Company”), including audited statements for VistaPrint Limited’s most recently ended fiscal year, together with an unqualified report of its auditors, company prepared consolidated and consolidating balance sheets and income statements for the Consolidated Company for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (p) current Compliance Certificate in accordance with Section 6.2; and (q) 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) duly executed original signatures to the Control Agreements; (c) Borrower’s Operating Documents and a long-form good standing certificate of Borrower 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; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (j) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (k) 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 duly executed original signatures to the Control AgreementsAgreement with U.S. Bank; (c) Borrower’s the Operating Documents of Borrower and a its Subsidiaries and long-form good standing certificate certificates of Borrower certified by the Secretary of State of the State of Delaware and the Secretary of State (or equivalent agency) of each other jurisdiction in which Borrower is qualified to conduct business, in each case as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretarya certificate duly executed by a Responsible Officer or secretary of Borrower with respect to ▇▇▇▇▇▇▇▇’s Corporate (i) Operating Documents and (ii) Borrowing CertificateResolutions; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Dateduly executed payoff letter from Solar Capital; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to Solar 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; (g) certified copies, dated as of a recent date, of searches for financing statement searches, as Bank shall 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; (gh) the a duly executed Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hi) a duly executed landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇▇▇▇’s leased location at ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇; (j) a legal opinion of ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature theretoDate; (jk) with respect to initial Advance, a completed Borrowing Base Certificate; (l) the completion of the Initial Audit with respect to the initial Advance; (m) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 5.8 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses or endorsements in favor of Bank; and (kn) payment of the fees and Bank Expenses then due as specified in Section 2.4 1.3 hereof.

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension a Term Loan is subject to the condition precedent that Bank Collateral Agent and each Lender shall have received, in form and substance satisfactory to BankCollateral Agent and each Lender, such documents, and completion of such other matters, as Bank Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) the Revolving Line 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 AgreementsWarrant; (cd) Borrower’s to the extent requested, duly executed original Secured Promissory Notes in favor of each Lender according to its Term Loan A Commitment Percentage; (i) the Operating Documents and a long-form good standing certificate of each Borrower certified by the Secretary of State of the State Delaware and (ii) a certificate of Delaware as good standing/foreign qualification of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of each Borrower (as applicable), certified by the applicable secretary Secretary of state the Commonwealth of Massachusetts, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a secretary’s certificate of each 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; (g) duly executed signatures to the completed Borrowing Resolutions for each Borrower; (h) certified copies, dated as of a recent date, of financing statement searches, as Bank shall Collateral Agent and Lenders 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; (gi) the duly executed Perfection Certificate of each Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (ij) a legal opinion of Borrower’s counsel dated as of the Effective Date in form and substance satisfactory to the Lenders, together with the duly executed original signature thereto; (jk) evidence satisfactory to Bank Collateral Agent and the Lenders that the insurance policies and endorsements required by Section 6.5 6.4 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 BankCollateral Agent; (l) evidence that the Initial Equity Financing has occurred; and (km) 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 The obligation of Bank to make the initial Credit Extension provided for hereunder, is subject to the condition precedent that fulfillment, to the satisfaction of Bank (the making of such initial extension of credit by Bank being conclusively deemed to be its satisfaction or waiver of the following), of each of the following conditions precedent: (a) Bank shall have receivedreceived a filing authorization, duly executed by each Borrower and each Guarantor, together with appropriate financing statements duly filed in such office or offices as may be necessary or, in the opinion of Bank, desirable to perfect the Bank’s Liens in and to the Collateral, and Bank shall have received searches reflecting the filing of all such financing statements; (b) Bank shall have received each of the following documents, in form and substance satisfactory to Bank, such documentsduly executed, and completion of each such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationdocument shall be in full force and effect: (ai) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control Agreements;, (ii) the Intercompany Subordination Agreement, (iii) the Stock Pledge Agreements, together with all certificates representing the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank, (iv) the Joint and Several Borrower Rider, (v) the Negative Pledge Agreement, (vi) the Guaranties, and (vii) the Security Agreements. (c) Borrower’s Operating Documents and a long-form good standing certificate of Borrower certified by Bank shall have received borrowing resolutions from the Secretary of State of the State of Delaware as of a date no earlier than thirty each Borrower and Guarantor (30i) days prior attesting to the Effective Dateresolutions of each such Person’s Board of Directors (or other governing body) authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Person is a party, (ii) authorizing specific officers of such Person to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of such Person; (d) Secretary’s Corporate Borrowing CertificateBank shall have received copies of the Governing Documents, as amended, modified, or supplemented to the Effective Date, of each Borrower and Guarantor certified by the applicable Secretary of each such Person; (e) Certificates Bank shall have received a certificate of Foreign Qualification status with respect to each Borrower and Guarantor, dated within 10 days of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Person, which certificate shall indicate that such Person is in good standing in such jurisdiction; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall requesthave received certificates of status with respect to the Company and 3D California, accompanied each dated within 30 days of the Effective Date, such certificates to be issued by written evidence (including any UCC termination statementsi) in the case of the Company, the Colorado and California Secretaries of State and (ii) the case of 3D California, the Colorado Secretary of State, and which certificates shall indicate that the Liens indicated each such Person is in any good standing in such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or releasedjurisdictions; (g) the Perfection Certificate Bank shall have received a certificate of Borrowerinsurance, together with the duly executed original signature endorsements thereto, as are required by Section 6.5, the form and substance of which shall be satisfactory to Bank; (h) a landlord’s consent in favor Bank shall have received an opinion of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇LLP, by special counsel to the respective landlord thereofBorrowers, together with the duly executed original signatures theretoin form and substance satisfactory to Bank; (i) Bank shall have received satisfactory evidence (including a legal opinion of Borrower’s counsel dated as certificate of the Effective Date together with chief financial officer of the duly executed original signature theretoCompany) that all tax returns required to be filed by the Company and its Subsidiaries have been timely filed, and all taxes shown upon such returns as due have been paid and all other taxes upon each of the Company and its Subsidiaries or their properties, assets, income, and franchises (including Real Property taxes, sales taxes, and payroll taxes) have been paid prior to delinquency, except (i) those taxes being contested in good faith, through appropriate proceedings and for which the relevant Borrower has established adequate reserves under GAAP or (ii) to the extent the failure to file any such tax returns or pay any such tax could not reasonably be expected to result in a Material Adverse Change; (j) evidence satisfactory the Company shall have paid all Bank Expenses incurred in connection with the transactions contemplated by this Agreement, to Bank that the insurance policies required by Section 6.5 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 Bankextent invoices therefor have been presented to the Company; and (k) payment of all other documents and legal matters in connection with the fees transactions contemplated by this Agreement shall have been delivered, executed, or recorded and Bank Expenses then due as specified shall be in Section 2.4 hereofform and substance satisfactory to Bank.

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 a duly executed original signatures signature to the Control AgreementsWarrant; (c) Borrower’s Borrower shall have delivered its Operating Documents and a long-form good standing certificate of Borrower 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; (d) Secretary’s Corporate Borrower shall have delivered duly executed original signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Date; (f) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (f) Borrower shall have delivered the Perfection Certificate(s) executed by Borrower; (g) the Perfection Certificate Borrower shall have delivered a copy of Borrower, together with the duly executed original signature its Rights Agreement and Stockholder Agreement and any amendments thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by Borrower shall have delivered the respective landlord thereof, together with the duly executed original signatures thereto;insurance policies and/or endorsements required pursuant to Section 6.5 hereof; and (i) a legal opinion of Borrower’s counsel dated as of Borrower shall have paid the Effective Date together with the duly executed original signature thereto; (j) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (k) 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 Agent and the Lenders 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 documentsthe following, and completion of such other matters, duly executed in original by the applicable parties thereto (as Bank may reasonably deem necessary or appropriate, including, without limitation:applicable): (a) duly executed original signatures to this Agreement and the Loan Documents; (b) duly executed original signatures with respect to each Borrower, a certificate of the Control AgreementsSecretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) with respect to each Borrower’s Operating Documents and a long-form good standing certificate of Borrower 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, UCC National Form Financing Statement; (d) Secretary’s Corporate Borrowing Certificatewith respect to each Borrower, an intellectual property security agreement; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Date[Reserved]; (f) payment of the fees and Lender Expenses then due specified in Section 2.5 hereof; (g) current financial statements of B▇▇▇▇▇▇▇; (h) an audit of the Collateral (together with inventory analysis), the results of which shall be satisfactory to Agent; (i) completed perfection certificate of Borrower (a “Perfection Certificate”); (j) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (gk) the Perfection Certificate of satisfactory background checks with respect to Borrower, together with the duly executed original signature thereto’s management; (hl) a landlord’s consent revolving line promissory note in favor the amount of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇Twenty Million Dollars ($20,000,000.00) executed by B▇▇▇▇▇▇▇ ▇▇▇▇▇in favor of Sunflower Bank, by N.A. (the respective landlord thereof, together with the duly executed original signatures thereto“Revolving Line Promissory Note”); (im) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto[Reserved]; (jn) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 BankHiawatha Intercreditor Agreement; (o) [Reserved]; (p) [Reserved]; and (kq) payment such other documents, and completion of the fees and Bank Expenses then due such other matters, as specified in Section 2.4 hereofAgent may reasonably deem necessary or appropriate.

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 AgreementsAgreement[s]; (c) Borrower’s Operating Documents and a long-form good standing certificate of Borrower certified by the Secretary of State of the State Commonwealth of Delaware Massachusetts as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate Certificate with completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Date[Reserved]; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to any party other than 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 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; (gh) the Perfection Certificate of BorrowerBorrower and Guarantor, together with the duly executed original signature signatures thereto; (hi) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇Borrower’s offices located in each of Chelmsford, ▇▇▇▇▇ ▇▇▇Massachusetts, ▇▇▇▇▇▇▇Huntsville, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Alabama, and Arlington, Virginia, by the respective landlord landlords thereof, together with the duly executed original signatures thereto; (ij) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jk) the duly executed original signatures to the Guaranty, together with a Secretary’s Certificate and duly executed original signatures to the completed Borrowing Resolutions for Guarantor; (l) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (km) 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 have reasonably deem necessary or appropriaterequested, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control AgreementsAgreements as required by Bank; (c) Borrower’s (i) the Operating Documents of each Borrower, and a long-form (ii) (A) good standing certificate certificates of each Borrower certified by the Secretary of State of the State of Delaware Delaware, (B) a good standing/foreign qualification certificate of Parent certified by the Secretary of State of the Commonwealth of Massachusetts, and (C) good standing/foreign qualification certificates of Icon and EyePoint US certified by the Secretary of State (or equivalent agency) of each other jurisdiction in which Icon and EyePoint US are qualified to conduct business; in each case, as of a date no earlier than thirty (30) 30 days prior to the Effective Date; (d) Secretarycertificate duly executed by a Responsible Officer or secretary of each Borrower with respect to Borrower’s Corporate (i) Operating Documents and (ii) Borrowing CertificateResolutions; (e) Certificates of Foreign Qualification of Borrower duly executed payoff letter from CRG Servicing LLC (as applicable“CRG”), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Date; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to CRG; 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 searches for financing statement searches, as Bank shall 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; (gh) the duly executed Perfection Certificate of each Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) duly executed signature to the Stock Pledge Agreement; (j) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature theretoDate; (jk) evidence satisfactory to Bank that the insurance policies required by Section 6.5 5.8 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 Bank; and (kl) payment of the fees and Bank Expenses then due as specified in Section 2.4 1.5 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 Senior Loan Documents and satisfaction of all conditions precedent therein; (b) duly executed signatures to the Loan Documents; (bc) duly executed original signatures to the Control Agreements, if any; (cd) Borrower’s duly executed signatures to the IP Agreement; (e) the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior and each other jurisdiction in which Borrower is qualified to the Effective Date; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable)conduct business, certified by the applicable secretary of state each dated as of a date no earlier than thirty (30) days prior to the Effective Date; (f) 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; (g) duly executed signatures to the completed Borrowing Resolutions for Borrower; (h) certified copies, dated as of a recent date, of financing statement Lien searches (including without limitation, UCC searches), as Bank shall Agent may request, accompanied by written evidence (including any UCC termination statementsstatements and other Lien releases) 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 ExtensionExtension hereunder, will be terminated or released; (gi) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (j) Intellectual Property search results and completed exhibits to the IP Agreement; (k) a subordination agreement with Bessemer Venture Partners IX L.P., Bessemer Venture Partners IX Institutional L.P., ▇▇▇▇▇▇ Ventures V, LP, Playground Ventures, L.P. and PIV Fund I, L.P.; (l) a completed and executed logo consent form for Lenders to (i) use Borrower’s logo, (ii) use a tombstone to highlight the transaction and (iii) issue a press release (in a form acceptable to Borrower and Lenders) highlighting and summarizing the credit facilities extended by Lenders to Borrower under this Agreement for marketing purposes; (m) evidence satisfactory to Bank Agent that the insurance policies and endorsements required by Section 6.5 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 BankAgent; and (kn) 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 necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to establishment of the Control AgreementsCash Collateral Account; (c) Borrower’s the Operating Documents and (i) a long-form good standing certificate of Borrower certified by the Secretary of State of Delaware and (ii) a certificate of good standing/foreign qualification certified by the Secretary of State (or equivalent agency) of Delaware each of California, Massachusetts, North Carolina, New York, Ohio and Virginia, each of (i) and (ii) as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretarya secretary’s Corporate Borrowing Certificatecorporate 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 to which it is a party; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (i) Intellectual Property search results and completed exhibits to the IP Agreement; (j) evidence satisfactory with respect to the initial Advance, a completed Borrowing Base Statement (and any schedules related thereto and including any other information requested by Bank that with respect to Borrower’s Accounts); (k) completed and executed logo consent form for Bank to use Borrower’s name and logo, for the insurance policies required sole purposes of (i) preparing a “tombstone” to highlight the transaction (in a form acceptable to Borrower and Bank) and (ii) issuing a press release (in a form acceptable to Borrower and Bank) highlighting and summarizing the credit facilities extended by Section 6.5 hereof are in full force Bank to Borrower under this Agreement for marketing purposes; (l) the opening of the Pledged Bank Services Account and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor delivery of Bankthe corresponding Bank Services Cash Pledge Agreement relating to such account (the “Bank Services Pledged Account Agreement”); and (km) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.9 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 AgreementsWarrant; (c) the SVB Control Agreement any Control Agreement(s) required by Bank; (d) Borrower’s Operating Documents and a long-long form good standing certificate of each Borrower 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; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates GigOptix Guarantor’s Operating Documents and a long form good standing certificate of Foreign Qualification of Borrower (as applicable), GigOptix Guarantor certified by the applicable secretary Secretary of state State of the State of Idaho, as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the completed and executed Borrowing Resolutions for each Borrower and GigOptix Guarantor; (g) a payoff letter from Capital IP; (h) evidence that (i) the Liens securing Indebtedness owed by Borrower to Capital IP 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; (i) 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 each Borrower; (j) completed exhibits to the IP Agreement (as defined in the GigOptix Security Agreement) and copies of searches with the United States Patent and Trademark Office and the United States Copyright Office for GigOptix Guarantor; (k) certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (gl) the Perfection Certificate Certificates of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereofBorrower and GigOptix Guarantor, together with the duly executed original signatures thereto; (im) a legal opinion of Borrower’s and GigOptix Guarantor’s counsel (authority and enforceability) dated as of the Effective Date together with the duly executed original signature thereto; (jn) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 or and cancellation notice to Bank (including certificates on ▇▇▇▇▇ 25 and ▇▇▇▇▇ 28 forms and endorsements in favor of Bank; andto the policies reflecting the same); (ko) evidence satisfactory to Bank that the insurance policies required by Section 3.4 of the GigOptix Security Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses and cancellation notice to Bank (including certificates on ▇▇▇▇▇ 25 and ▇▇▇▇▇ 28 forms reflecting the same); (p) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.2.10 of this Agreement, to the extent not already paid;

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 a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and (except for that certain New York good standing certificate to be delivered in accordance with Section 6.14) each jurisdiction in which Borrower 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 Synacor with respect to such Synacor’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) Secretarya limited liability company borrowing certificate of each of NTV and Sync with respect to such Borrower’s Corporate Borrowing CertificateOperating 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) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed original signatures to the Effective Datecompleted Borrowing Resolutions for each Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (g) the Perfection Certificate of each Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by Intellectual Property search results and completed exhibits to the respective landlord thereof, together with the duly executed original signatures theretoIP Agreement; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (j) evidence satisfactory to Bank that the insurance policies required by Section 6.5 6.7 hereof are in full force and effect; (j) the completion of the Initial Audit; (k) with respect to the initial Advance, together a completed Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bankrespect to Borrower’s Accounts); and (kl) 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) 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 Agreements; (c) Borrower’s Borrower shall have delivered its Operating Documents and a long-form good standing certificate of Borrower certified by the Secretary of State of the State applicable state of Delaware incorporation of Borrower, dated as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate Borrower shall have delivered certified copies of the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower duly executed payoff letter from Stonehenge Capital Fund New York, LLC (as applicable“Prior Lender”), certified by the applicable secretary evidencing repayment in full of state as of a date no earlier than thirty (30) days prior all obligations owed to the Effective DatePrior Lender; (f) evidence that (i) the Liens securing Indebtedness owed by 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 the initial Credit Extension, be terminated; (g) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (gh) Borrower shall have delivered the Perfection Certificate of Certificates executed by Borrower, together with the duly executed original signature thereto; (hi) Borrower shall have delivered a landlord’s consent executed by each landlord of Borrower’s locations in favor of Bank for Houston, Texas and ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ in favor of Bank, and shall use commercially reasonable efforts to obtain a landlord’s consent within thirty (30) days of the Effective Date from each landlord of Borrower’s locations in ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and Conshohocken, by the respective landlord thereof, together with the duly executed original signatures theretoPennsylvania; (ij) 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; (jk) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; (l) evidence satisfactory to the Bank that, as of the most recently-ended fiscal quarter of the Borrower prior to the Effective Date, Borrower had consolidated EBITDA, measured on a trailing twelve-month basis, of not less than Four Million Dollars ($4,000,000); (m) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (kn) 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. BankLender’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 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 DocumentsDocuments to which it is a party; (b) duly executed original signatures to the Control Agreements; (c) Borrower’s its Operating Documents and a long-form good standing certificate certificates (or equivalents) of Borrower certified by the Secretary of State of the State States of Delaware and California (and such other states and/or jurisdictions in which Borrower is qualified to do and or is doing business) as of a date no earlier than thirty (30) days prior to the Effective Closing Date; (d) Secretary’s Corporate duly executed original signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective DateDutch Organizational Documents; (f) the Deeds of Pledge; (g) the Commissionaire Agreement Amendment; (h) the Collateral Assignment; (i) a landlord’s consent executed in favor of Lender with respect to each of Borrower’s leased locations in Concord, California; (j) a bailee agreement executed in favor of Lender with respect to each holder of Borrower’s equipment, inventory or other assets, other than with respect to the Excluded Property; (k) the certificate(s) for the Shares, together with stock powers, duly executed in blank by the applicable Borrower; (l) certified copies, dated as of a recent date, of financing statement searches, as Bank Lender 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; (gm) an opinion of counsel to Borrower, in favor of Lender; (n) the Perfection Certificate of executed by Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jo) evidence satisfactory to Bank Lender that the insurance policies required by Section 6.5 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 BankLender; and (kp) payment of the fees and Bank Lender Expenses then due as specified in Section 2.4 2.3 hereof. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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 AgreementsWarrant; (c) Borrower’s duly executed original signatures to the Control Agreements required by Section 6.6(b); (d) the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed original signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (g) either (A) a duly executed signature to a payoff letter satisfactory to Bank from Structural Capital Investments II, LP (“SCI”) which evidences the amount of funds necessary to repay all of Borrower’s obligations to SCI and SCI’s wire transfer instructions for payment, and that (i) the Liens securing Indebtedness owed by Borrower to SCI 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 (the “Payoff Letter”), or (B) Borrower has presented proof that it has paid from its own funds all of its Indebtedness to SCI and all of the Liens of SCI, including without limitation any financing statements and/or control agreements, have been terminated; (h) a duly executed Payment/Advance Form and current Sales Report for the First Term Loan; (i) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hj) all Indebtedness due to Borrower’s officers, directors, current and former shareholders and other Lien holders, if any, is subordinated to the Obligations pursuant to a landlord’s consent subordination agreement between such holders of Indebtedness and Bank, in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures theretoform and substance satisfactory to Bank; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jk) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; and (kl) 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 AgreementsWarrant, together with a capitalization table for Parent Borrower; (c) Borrower’s (i) the Operating Documents and a long-form good standing certificate certificates of each Borrower certified by the Secretary of State of Delaware, (ii) certificates of good standing/foreign qualification of Parent Borrower certified by the Secretary of State (or equivalent agency) of Delaware Arizona, California, Florida, Maine, Missouri, New Jersey, New York, Texas, Utah and Washington, and (iii) certificates of good standing/foreign qualification of Subsidiary Borrower certified by the Secretary of State (or equivalent agency) of California, Florida, Indiana, Louisiana, Kentucky, New Jersey, New Mexico, Oregon, Texas and Washington, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretarya secretary’s Corporate Borrowing Certificatecertificate of each 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) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed original signatures to the Effective Datecompleted Borrowing Resolutions for each Borrower; (f) a payoff letter from Opus Bank; (g) evidence that (i) the Liens securing Indebtedness owed by Borrower to Opus 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; (h) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (gi) the Perfection Certificate of each Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; (k) the completion of the Initial Audit; (l) with respect to the initial Advance, a completed Repeatable Revenue Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts); and (km) 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) duly Duly executed original signatures to the Control Agreements; (c) Borrower’s Borrower shall have delivered its Operating Documents and a long-form good standing certificate of Borrower 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; (d) Secretary’s Corporate Duly executed original signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Date; (f) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) Borrower shall have delivered a landlord’s consent executed by the landlord for each of Borrower’s leased locations in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures theretoBank; (ig) 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; (jh) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (ki) 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. BankAgent’s and each 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 Control Agreements, if any; (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware 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; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates duly executed signature pages to each Note in favor of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of each Lender requesting a date no earlier than thirty (30) days prior to Note in connection with the Effective Date; (e) duly executed signatures to the completed Borrowing Resolutions for Borrower; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to SVB in connection with the Existing SVB Obligations 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 hereunder, be terminated; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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 ExtensionExtension hereunder, will be terminated or released; (gh) the consolidated Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto[reserved]; (j) [reserved]; (k) [reserved]; (l) [reserved]; (m) [reserved]; (n) evidence satisfactory to Bank Agent that the insurance policies and endorsements required by Section 6.5 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 BankAgent; and (ko) payment of (i) the Existing SVB Obligations Payoff Amount; and (ii) 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 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) Borrower and Guarantor shall have delivered duly executed original signatures to the Loan DocumentsDocuments to which it is a party, including this Agreement, the Exim Loan Agreement, the IP Security Agreement, the Guaranty, the Guarantor Security Agreement, the Intercompany Subordination Agreement, and one or more Control Agreements relative to all Collateral Accounts maintained with any affiliate of Bank; (b) duly executed original signatures to the Control Agreements; (c) Borrower’s Operating Documents and a long-form good standing certificate of Borrower 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; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 searchessearches with respect to each of Borrower and Guarantor, as Bank 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 will be terminated or released; (c) Borrower and Guarantor shall have delivered duly executed original signatures to one or more Control Agreements relative to all Collateral Accounts maintained with any institution (other than Bank or any affiliate of Bank), except to the extent expressly not required under Section 6.8(b); (d) Borrower and Guarantor shall have delivered: (i) its Operating Documents; and (ii) good standing certificates with respect to each Borrower and each Guarantor issued by the applicable Secretary of State (and, if separate, the state tax authority) of the jurisdiction of organization of each such Borrower or Guarantor and the applicable Secretary of State (and, if separate, the state tax authority) of the jurisdictions (other than the applicable jurisdiction of organization of such Borrower or such Guarantor) in which such Borrower’s or such Guarantor’s failure to be duly qualified or licensed would constitute a Material Adverse Change , in each case, as of a date no earlier than thirty (30) days prior to the Effective Date; provided, however, that with respect to Xybridge Technologies, Inc., a Texas corporation (which is not in good standing with the Texas Comptroller of Public Accounts as of February 20, 2009), Borrower shall deliver to Bank, no later than 60 days following the Effective Date, evidence of Xybridge Technologies, Inc.’s good standing with the Texas Comptroller of Public Accounts as of a date on or after the Effective Date; (e) Borrower shall have delivered duly executed original signatures to the completed Borrowing Resolutions for Borrower, and Guarantor shall have delivered executed original complete certified resolutions and incumbency certificate of Guarantor; (f) With respect to each Borrower and each Guarantor, Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, reflecting Bank’s financing statements filed of record with respect to Bank’s Liens, and accompanied by written evidence (including any UCC termination statements) that the Liens (other than the Bank’s Liens) indicated in any financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (g) the Each Borrower shall have delivered a separate Perfection Certificate of executed by such Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto;[reserved] (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto;[reserved] (j) Borrower shall have delivered evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and; (k) 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 obligation to make the initial Credit 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) duly executed original signatures to the Loan Documentsthis Agreement; (b) duly executed original signatures to the Control Agreements[reserved]; (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretarya secretary’s Corporate Borrowing Certificatecertificate 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 to which it is a party; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Date[reserved]; (f) the Lender Intercreditor Agreement, together with the duly executed signatures thereto; (g) duly executed signatures to the completed Borrowing Resolutions for Borrower; (h) certified copies, dated as of a recent date, of financing statement searches for Liens (including, without limitation, UCC, PPSA, pending litigation, judgment, bankruptcy and other searches), as Bank shall may request, accompanied by written evidence (including any UCC termination statementsstatements and PPSA financing charge statements (discharges) and other Lien releases) 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; (gi) the Perfection Certificate Certificates of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (j) Intellectual Property search results and completed exhibits to the IP Agreement; (k) duly executed signatures to the Transition Purchase Agreement and any other documents required by Bank in connection therewith; (l) (i) pro forma consolidated financial statements as to Borrower and its Subsidiaries giving effect to the Transition Purchase Agreement and (ii) forecasts prepared by management of Borrower, each in form consistent with those delivered to Bank under the Prior Loan Agreement; (m) a quality of earnings report (covering the prior 2 calendar years) satisfactory to Bank in its sole discretion; provided that Bank hereby agrees that the quality of earnings report received prior to the date hereof is satisfactory for purposes of this Section 3.1(m); (n) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jo) evidence satisfactory to Bank that a Notice of Borrowing for the insurance policies required by Section 6.5 hereof are Term Loan Advance in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor the form attached hereto as Exhibit D; (p) copies of Bankthe Mezzanine Loan Documents (duly executed); and (kq) 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 Borrower shall consent to or have receiveddelivered, 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 DocumentsDocuments to which it is a party; (b) duly executed original signatures to the Control Agreements; (c) Borrower’s its Operating Documents and a long-form good standing certificate certificates (or equivalents) of Borrower certified by the Secretary of State of the State States of Delaware and California (and such other states and/or jurisdictions in which Borrower is qualified to do and or is doing business) as of a date no earlier than thirty (30) days prior to the Effective Closing Date; (d) Secretary’s Corporate duly executed original signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective DateDutch Organizational Documents; (f) the Deeds of Pledge; (g) the Commissionaire Agreement Amendment; (h) the Collateral Assignment; (i) a landlord’s consent executed in favor of Lender with respect to each of Borrower’s leased locations in Concord, California; (j) a bailee agreement executed in favor of Lender with respect to each holder of Borrower’s equipment, inventory or other assets, other than with respect to the Excluded Property; (k) the certificate(s) for the Shares, together with stock powers, duly executed in blank by the applicable Borrower; (l) certified copies, dated as of a recent date, of financing statement searches, as Bank Lender 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; (gm) an opinion of counsel to Borrower, in favor of Lender; (n) the Perfection Certificate of executed by Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jo) evidence satisfactory to Bank Lender that the insurance policies required by Section 6.5 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 BankLender; and (kp) payment of the fees and Bank Lender 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 a long-form good standing certificate of Borrower 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; (d) duly executed original signatures to the Secretary’s Corporate Certificate with completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 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; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature signatures thereto; (hg) a landlord’s consent in favor of Bank for ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ by the respective landlord thereof, together with the duly executed original signatures thereto; [other locations TBD] (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 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; (j) stock certificates, together with stock powers executed in blank, for each ownership interest pledged to Bank by NMT in the Pledge Agreement; (k) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (kl) 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 SVB Control AgreementsAgreement; (c) Borrower’s Operating Documents and a long-long form good standing certificate of Borrower certified by the Secretary of State of the State of Delaware Delaware, as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate the completed and executed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 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; (f) evidence that (i) the Liens of ▇▇▇▇▇ Fargo Bank, National Association have been terminated and (ii) the documents and filings evidencing such Liens, including, without limitation, any financing statements and/or control agreements, have been terminated, including, without limitation, an acknowledgement copy of a filed termination authorized by ▇▇▇▇▇ Fargo Bank, National Association of that certain UCC financing statement filing no. 20112441387 made with the Delaware Secretary of State; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto(authority/enforceability), in form and substance acceptable to Bank; (ji) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 or and cancellation notice to Bank (including certificates on ▇▇▇▇▇ 25 and ▇▇▇▇▇ 28 forms and endorsements in favor of Bank; andto the policies reflecting the same); (kj) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof2.10 of this Agreement; and (k) Certificate of Good Standing/Foreign Qualification (Massachusetts) for Borrower.

Conditions Precedent to Initial Credit Extension. Bank’s The Lenders’ obligation to make the initial Credit Extension is subject to the condition precedent that Bank the Agent shall have received, with a copy to each Lender, in form and substance satisfactory to Bankthe Agent, such documents, and completion of such other matters, as Bank the Agent or any Lender 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 AgreementsWarrants in favor of each Lender; (c) duly executed original signatures to the Control Agreements with respect to each of Borrower’s Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts, including Borrower’s accounts at Silicon Valley Bank, UBS Securities and CSFirstBoston; (d) Operating Documents and a long-form good standing certificate of each of Borrower and AlgoRx Pharmaceuticals, Inc., in each case 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; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification foreign qualification for each of Borrower (as applicable)and AlgoRx Pharmaceuticals, Inc., in each case certified by the applicable secretary Secretary of state State (or similar Governmental Authority) of any jurisdiction in which such Person is qualified to conduct business, as of a date no earlier than thirty (30) days prior to the Effective Date; (f) duly executed original signatures to the completed Authorizing Resolutions for each of Borrower and AlgoRx Pharmaceuticals, Inc.; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank the Agent or any Lender shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements referenced in such searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be be, terminated or released; (gh) the fully completed Perfection Certificate Certificate, together with the duly executed original signature of Borrower thereto; (i) duly executed Landlord Waivers and/or Bailee Letters for each property at which Collateral having a value of Two Hundred Fifty Thousand Dollars ($250,000) or greater is located; (j) duly executed original signatures of AlgoRx Pharmaceuticals, Inc. to a Guaranty and to a Guarantor Security Agreement; (k) a legal opinion of Borrower’s counsel, addressed to the Agent and the Lenders, dated as of the Effective Date, together with the duly executed original signature thereto; (hl) a landlordcopy of Borrower’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures Investors’ Rights Agreement and any amendments thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jm) evidence satisfactory to Bank the Agent that the insurance policies required by Section 6.5 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 Bankthe Agent; (n) a payoff letter from General Electric Capital Corporation (“GE”); (o) evidence that (i) the Liens securing the Indebtedness owed by Borrower to GE 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; (p) a duly executed Right to Invest Letter; and (kq) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.4 hereof; (r) each document (including any UCC-1 financing statements) required by the Loan Documents or under Law or reasonably requested by the Agent or any Lender to be filed, registered or recorded in order to create in favor of the Agent, for its benefit and the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Lien, which shall be in proper form for filing, registration or recordation; (s) There exists no material pending or threatened Proceeding against Borrower or any of its Affiliates or their respective assets in any court or administrative forum; and (t) A certificate from the Chief Financial Officer of Borrower attesting that Borrower is solvent before and after giving effect to the initial funding of the Credit Extensions (and the application of proceeds thereof).

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 in its commercially reasonable discretion: (a) this Agreement; (b) duly executed IP Agreement, together with Intellectual Property Collateral search results and completed exhibits to the IP Agreement; (c) a certificate of the Secretary of Parent Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (d) a certificate of the manager and/or member of Subsidiary Borrower with respect to the incumbency and resolutions authorizing the execution and delivery of this Agreement; (e) UCC National Form Financing Statements; (f) [reserved]; (g) [reserved]; (h) evidence that ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇’s Subsidiaries, and any Guarantor are in compliance with the depository requirements set forth in the first sentence of Section 6.7(a) of this Agreement (irrespective of the five (5) Business Day grace period set forth at the beginning of such sentence); (i) evidence that Borrower had Revenue of at least Forty-Three Million Five Hundred Thousand Dollars ($43,500,000) for the calendar quarter ended September 30, 2024; (j) evidence that Parent Borrower has received, on or after August 15, 2024, but on or prior to the Closing Date, unrestricted and unencumbered net cash proceeds in an amount of at least Seventy-Five Million Dollars ($75,000,000) from the sale of Parent Borrower’s equity interests in connection with an ‘at-the-money’ offering (including any follow-on proceeds); (k) agreement to provide insurance which complies with the terms of this Agreement; (l) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (m) current financial statements of ▇▇▇▇▇▇▇▇; (n) a legal opinion of ▇▇▇▇▇▇▇▇’s counsel dated as of the Closing Date; (o) [reserved]; (p) an Irrevocable Authorization for Automatic Debit and Payment on a Loan with Stifel Bank, ; (q) an Administrative Details form; and (r) 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) duly executed original signatures to the Control Agreements; (c) Borrower’s Operating Documents and a long-form good standing certificate of Borrower 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; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (j) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (k) 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 hereunder 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 Agreements; (c) Borrower’s Each Borrower shall have delivered its Operating Documents and a long-form good standing certificate of such Borrower certified by the Secretary of State (or equivalent) of the State applicable state or jurisdiction of Delaware incorporation or organization of such Borrower, dated as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate Borrower shall have delivered duly executed original signatures to the completed Borrowing CertificateResolutions for each Borrower; (e) Certificates Borrower shall have delivered a Subordination Agreement duly executed by any holder of Foreign Qualification Subordinated Debt, if any, as required by Bank, in favor of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective DateBank; (f) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (g) Borrower shall have delivered the Perfection Certificate of Certificate(s) executed by each Borrower, together with the duly executed original signature thereto; (h) Borrower shall have delivered a landlord’s consent executed by each landlord of Borrower as required by Bank, in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures theretoBank; (i) 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; (j) Borrower shall have delivered a legal opinion of Borrower’s counsel as to authority and enforceability, dated as of the Effective Date together with the duly executed original signature signatures thereto; (jk) Borrower shall have delivered evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (kl) 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 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 SVB Control AgreementsAgreement; (c) Borrower’s Operating Documents and of each Borrower; (d) a long-long form good standing certificate of Parent Borrower 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; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates a long form good standing certificate of Foreign Qualification of Subsidiary Borrower (as applicable), certified by the applicable secretary Secretary of state State of the State of New York as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the completed and executed Borrowing Resolutions for each Borrower; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (gh) an acknowledgment copy (from the Delaware Department of State) of either (i) an amendment to UCC filing no. 20150652775 amending the collateral description to refer only to specific financed equipment or (ii) a filed termination of UCC filing no. 20150652775; (i) the Perfection Certificate of each Borrower, together with the duly executed original signature thereto; (hj) a landlord’s consent consents in favor of Bank for each of 5▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord landlords thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jk) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 or and cancellation notice to Bank (including certificates on A▇▇▇▇ 25 and A▇▇▇▇ 28 forms and endorsements in favor of Bank; andto the policies reflecting the same); (kl) the completion of an initial audit of the Accounts, Borrower’s Books and the other Collateral with results satisfactory to Bank in its sole and absolute discretion; (m) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.2.9 of this Agreement; and

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 DocumentsDocuments to which it is a party; (b) duly executed original signatures to the Control Agreements; (c) Borrower’s Operating Documents and a long-form good standing certificate of Borrower certified by the Secretary of State of the State of Delaware with respect to ▇▇▇▇▇.▇▇▇ and the Secretary of State of the Commonwealth of Pennsylvania with respect to FXpress as of a date no earlier than thirty (30) days prior to the Effective DateFebruary 9, 2012; (d) Secretary’s Corporate Certificate with completed Borrowing CertificateResolutions for Borrower; (e) Certificates the subordination agreement duly executed by Parent in favor of Foreign Qualification of Borrower (as applicable)Bank, certified by together with the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Dateduly executed original signatures thereto; (f) certified Certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (g) the Perfection Certificate of Borrower, together with the duly Certificates executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereofBorrower and Guarantor, together with the duly executed original signatures thereto; (ih) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature theretosignatures to the Guaranty; (i) the Security Agreement by Parent; (j) Parent’s Operating Documents and a good standing certificate of Parent certified by the Secretary of State of the State of Delaware as of a date no earlier February 9, 2012; (k) Secretary’s Certificate with completed resolutions for Parent (as Guarantor); (l) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (km) 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 AgreementsAgreement(s); (c) Borrower’s the Operating Documents and a long-long form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State of Delaware Delaware, New Jersey, Massachusetts, Georgia and California, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate duly executed original signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Datepayoff letter from PNC; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to PNC 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 shall 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; (gh) Intellectual Property search results and completed exhibits to the IP Agreement; (i) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hj) a landlord’s consent in favor of Bank for ▇ ▇▇Borrower’s leased location at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, New Jersey 07059 by the respective landlord thereof, together with the duly executed original signatures signature thereto; (ik) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jl) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; (m) completion of the Initial Audit; and (kn) 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 Lender 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 may reasonably deem necessary or appropriate, including, without limitationthe following: (a) duly executed original signatures to the Loan Documentsthis Agreement; (b) a collateral disclosure list duly executed original signatures by Borrower (the “Collateral Disclosure List”) which shall contain such information with respect to Borrower’s business and real and personal property as Lender may require and shall be certified by a Responsible Officer of Borrower, all in the Control Agreementsform provided to Borrower by Lender; (c) Borrower’s Operating Documents a certificate of the secretary of Borrower with respect to incumbency and a resolutions authorizing the execution and delivery of this Agreement; (d) the operating documents and long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Closing Date; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective DateUCC National Form Financing Statement; (f) payment of the fees and Lender Expenses then due specified in Section 2.5 hereof; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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 ExtensionAdvance, will be terminated or released; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor current financial statements of Bank Borrower for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇the quarter ended September 30, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto2020; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature theretoto a payoff letter from the holder of the Refinanced Note; (j) evidence satisfactory to Bank that an initial Borrowing Base Certificate for the insurance policies required by Section 6.5 hereof are in full force and effectthree (3) months ended November 30, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank2020; and (k) payment such other documents, and completion of the fees and Bank Expenses then due such other matters, as specified in Section 2.4 hereofLender may reasonably deem necessary or appropriate.

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 Mezzanine Loan Agreement and satisfactory completion of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (bc) duly executed original signatures to the Control Agreements; (cd) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed original signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) duly executed original signature to a payoff letter from Comerica Bank, N.A., together with evidence satisfactory to Bank that all Indebtedness owed to Comerica Bank, N.A. shall have been paid in full; (g) evidence that (i) the Liens securing Indebtedness owed by Borrower to Comerica Bank, N.A. 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 shall 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; (gi) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (ij) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jk) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; and (kl) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.5 hereof.

Conditions Precedent to Initial Credit Extension. BankSubject to the Post Closing Letter, each Lender’s obligation to make the initial Credit Extension a Term A Loan is subject to the condition precedent that Bank Collateral Agent and each Lender shall consent to or shall have receivedreceived (or otherwise waived receipt of in writing), in form and substance satisfactory to BankCollateral Agent and each Lender, such documents, and completion of such other matters, as Bank Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed original signatures to the Loan Documentsby Borrower and each Subsidiary, as applicable; (b) duly executed original signatures to the Control AgreementsDebentures and the translation of the Debentures to Hebrew (together with ▇▇▇▇▇ ▇▇▇▇▇▇’s stamp), duly executed original notices to the Israeli Registrar of Companies for the registration of the Debentures and original confirmation of such translation’s compatibility to the English original, as required for the registration of the Debentures; (c) Borrower’s the certificate(s) for the Shares, to the extent certificated, together with Assignment(s) Separate from Certificate, duly executed in blank; (d) the Operating Documents and a long-form good standing certificate certificates (where applicable) of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation, to the State extent available; (e) a completed Perfection Certificate for Borrower and each of Delaware its Subsidiaries; (f) the Annual Projections, for the current calendar year; (g) duly executed original officer’s certificate for Borrower that is a party to the Loan Documents; (h) certified copies, dated as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 searchesand other lien filing searches and a copy of a search of the Israel Companies Registrar, as Bank Collateral Agent 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; (gi) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower maintains Collateral having a Book Value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (j) a duly executed legal opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, U.S. counsel to Borrower dated as of the Perfection Certificate Effective Date and a legal opinion of ▇▇▇▇▇▇▇ Behar Chen Weil & Co., Israeli counsel to ▇▇▇▇▇ ▇▇▇▇▇▇ dated as of the Effective Date; (k) a legal opinion (authority and enforceability) of Borrower’s Israeli counsel dated as of the Effective Date, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jl) evidence satisfactory to Bank Collateral Agent and the Lenders that the insurance policies required by Section 6.5 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 BankCollateral Agent, for the ratable benefit of the Lenders; (m) evidence satisfactory to Collateral Agent that all filings required to have been made pursuant to the Debentures and the other Loan Documents have been made to secure a first-ranking Lien in favor of Collateral Agent on the Charged Property, and all other actions required to have been taken by Borrower or any other party prior to the initial Credit Extension shall have been taken and all consents and other authorizations shall have been obtained prior to the initial Credit Extension, all in accordance with the terms of the Debentures and the other Loan Documents and that a first-ranking Liens have been registered in favor of the Collateral Agent pursuant to the Debentures; and (kn) 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 original signatures to the Control Agreements, as necessary; (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower and its Domestic Subsidiaries certified by the Secretary of State (or equivalent agency) of the State Borrower’s and such Domestic Subsidiaries’ jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower and each Domestic Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate duly executed original signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 shall 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; (gf) the Perfection Certificate Certificates of BorrowerBorrower and Guarantor, together with the duly executed original signature signatures thereto; (hg) a landlord’s consent in favor of Bank for ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (h) a bailee’s waiver in favor of Bank (to the extent required by Bank), for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (j) the duly executed original signatures to the Guaranty and the Guarantor Security Agreement, together with the duly executed original signatures to the completed Borrowing Resolutions for Guarantor; (k) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; (l) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (km) 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 this Agreement, the Loan DocumentsGerman bank accounts pledge agreement by and between German Borrower and Bank (the “German Bank Accounts Pledge Agreement”) and the German receivables assignment agreement by and between German Borrower and Bank (the “German Receivables Assignment Agreement”); (b) duly executed original signatures to the Control Agreements; (c) each Borrower’s Operating Documents and a long-form good standing certificate certificates of US Borrower certified by the Secretary appropriate officers of State of the State of Delaware California as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed signatures to the completed Borrowing Resolutions for each Borrower; (d) Secretary’s Corporate duly executed signatures to the Guaranty, together with the duly executed signatures to the completed Borrowing CertificateResolutions for Tandberg Parent; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 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 releasedLiens; (gf) the a Perfection Certificate for each of BorrowerGerman Borrower and Tandberg Parent, together with the duly executed original signature thereto; (hg) a landlord’s consent an opinion of counsel for German Borrower with respect to this Agreement, the German Bank Accounts Pledge Agreement and the German Receivables Assignment Agreement addressed to Bank, in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures theretoform and substance reasonably acceptable to Bank; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jh) evidence satisfactory to Bank that the insurance policies required by Section 6.5 6.6 hereof are in full force and effect, together with with, in the case of US Borrower only, 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) all documentation and other information required by Governmental Authorities under applicable “know your customer” anti-money-laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”); and (kj) 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, if any; (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate duly executed signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30i) days prior duly executed signatures to the Effective Datecompleted OrbiMed Intercreditor Agreement, and (ii) fully executed copies of the OrbiMed Loan Documents; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇(i) 6▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇; (ii) 6▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇; (iii) 7▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇; and (iv) 4▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, by the each respective landlord thereof, together with the duly executed original signatures thereto; (i) a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, as required by Bank, together with the duly executed signatures thereto; (j) legal opinion opinions of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jk) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; (l) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; (m) Borrower’s consolidated minimum revenue, determined in accordance with GAAP, for the quarterly period ended March 31, 2016, is equal to or greater than Eighteen Million Dollars ($18,000,000.00); and (kn) 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) Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower 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) Secretary’s Corporate duly executed original signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 shall 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 or have been or, in connection with the initial Credit Extension, will be terminated or released; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) Intellectual Property search results and completed exhibits to the IP Agreement; (h) a landlord’s consent in favor of Bank for ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion (authority, enforceability and perfection) of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements with respect to Zuroa and Services required by Section 6.5 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 Bank; (k) evidence satisfactory to Bank that (i) the Acquisition has been consummated in accordance with applicable law and the Acquisition Agreement, (ii) all conditions to the consummation of the Acquisition set forth in the Acquisition Agreement have been satisfied, and (iii) Bank has received a fully executed Acquisition Agreement certified by a Responsible Officer to be a true and complete copy of the Acquisition Agreement; and (kl) 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) a duly executed original signatures to the Control AgreementsAgreement with U.S. Bank; (c) Borrower’s the Operating Documents of Borrower and a its Subsidiaries and long-form good standing certificate certificates of Borrower certified by the Secretary of State of the State of Delaware and the Secretary of State (or equivalent agency) of each other jurisdiction in which Borrower is qualified to conduct business, in each case as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretarya certificate duly executed by a Responsible Officer or secretary of Borrower with respect to Borrower’s Corporate (i) Operating Documents and (ii) Borrowing CertificateResolutions; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Dateduly executed payoff letter from Solar Capital; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to Solar 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; (g) certified copies, dated as of a recent date, of searches for financing statement searches, as Bank shall 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; (gh) the a duly executed Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hi) a duly executed landlord’s consent in favor of Bank for ▇ Borrower’s leased location at ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (ij) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature theretoDate; (jk) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 5.8 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses or endorsements in favor of Bank; and (kl) 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 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) duly executed original signatures to the Control Agreements;[reserved] (c) Borrower’s its Operating Documents and a long-form good standing certificate of Borrower 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; (d) Secretary’s Corporate duly executed original signatures to the completed Borrowing CertificateResolutions for Borrower and similar resolutions for MIPS Technologies Holding LLC; (e) Certificates of Foreign Qualification of Borrower (as applicable)a payoff letter from Jefferies Finance, certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective DateLLC; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to Jefferies Finance, LLC 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 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; (gh) the Perfection Certificate of Certificate(s) executed by Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature signatures thereto; (j) a pledge agreement, in form and substance satisfactory to Bank, executed by Borrower and pledging to Lender a security interest in (a) 100% of the shares of the outstanding capital stock, of any class, of each material Subsidiary of Borrower that is incorporated under the laws of any State of the United States or the District of Columbia and (b) 65% of the shares of the outstanding capital stock, of any class, of each material Subsidiary of Borrower that is not incorporated under the laws of any State of the United States or the District of Columbia (the “Pledge Agreement”); (k) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and; (kl) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.; and (m) delivery to Bank of all stock certificates and promissory notes held by Borrower within three (3) Business Days;

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) the Term Loan Agreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Loan Documents; (bi) duly executed original signatures to the Control Agreements; (c) Borrower’s Operating Documents and a long-form good standing certificate of each Borrower certified by the Secretary of State of Delaware and (ii) a certificate of good standing/foreign qualification of Borrower certified by the State Secretary of Delaware the Commonwealth of Massachusetts, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretarya secretary’s Corporate Borrowing Certificatecertificate of each 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) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed signatures to the Effective Datecompleted Borrowing Resolutions for each Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (g) the duly executed Perfection Certificate of each Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date in form and substance satisfactory to Bank, together with the duly executed original signature thereto; (ji) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; (j) with respect to the initial Advance only, the completion of the Initial Audit; (k) 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 each of the items listed in Section 6.2(b); (l) evidence that the Initial Equity Financing has occurred; and (km) 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 Agreements; (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State of the State (or equivalent agency) of Delaware and each other state in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretarya secretary’s Corporate Borrowing Certificatecertificate 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 to which it is a party; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed original signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇each of Borrower’s leased locations, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (j) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jk) evidence satisfactory copies of the documents evidencing the Angoss Acquisition; (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 Bank that the insurance policies required by Section 6.5 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 Bankrespect to Borrower’s Accounts); and (kn) 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 have reasonably deem necessary or appropriaterequested, including, without limitation: (a) duly executed original signatures to the Loan Documents; (b) duly executed original signatures to the Control AgreementsWarrant; (c) Borrower’s duly executed signatures to the Control Agreement (if any); (d) the Operating Documents and (i) a long-form good standing certificate of Borrower certified by the Secretary of State of Delaware and (ii) a foreign qualification certificate of Borrower certified by the State Secretary of Delaware the Commonwealth of the Commonwealth of Massachusetts, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification a secretary’s corporate borrowing certificate of Borrower (as applicable), certified by with respect to ▇▇▇▇▇▇▇▇’s Operating Documents and resolutions authorizing the applicable secretary execution and delivery of state as of a date no earlier than thirty (30) days prior to this Agreement and the Effective Dateother Loan Documents; (f) duly executed signatures to the completed Borrowing Resolutions for ▇▇▇▇▇▇▇▇; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (gh) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, together with the duly executed signature thereto; (i) duly executed signatures to the Stock Pledge Agreement; (j) a legal opinion of ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jk) evidence on ▇▇▇▇▇ 25 and 28 certificates satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (kl) 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) Borrower shall have delivered duly executed original signatures to the Loan DocumentsDocuments to which it is a party; (b) duly executed original signatures to the Control Agreements[omitted]; (c) Borrower’s Borrower shall have delivered its Operating Documents and a long-form good standing certificate of Borrower certified by the Secretary of State of the State of Delaware Washington as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate Borrower shall have delivered duly executed original signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates Borrower shall have delivered the Subordination Agreement duly executed by IsoTis S.A. in favor of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective DateBank; (f) [omitted]; (g) Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (gh) Borrower shall have delivered the Perfection Certificate of Certificate(s) executed by Borrower, together with the duly executed original signature thereto; (hi) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with [omitted]; (j) Borrower shall have delivered the duly executed original signatures theretoto the Guaranty, together with the completed Borrowing Resolutions for Guarantor; (ik) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (j) evidence satisfactory to Bank that Borrower shall have delivered the insurance policies and/or endorsements required by pursuant to Section 6.5 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 Bankhereof; and (kl) 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 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 limitation: (a) duly executed original signatures to the Loan Documents; (b) Copies, certified by a duly executed original signatures authorized officer of each Borrower, to be true and complete as of the date hereof, of each of (i) the governing documents of each Borrower and each Guarantor, respectively, as in effect on the date hereof (but only to the Control Agreementsextent modified since last delivered to the), (ii) the resolutions of each Borrower and each Guarantor, respectively, authorizing the execution and delivery of this Agreement, the other documents executed in connection herewith and each Borrower’s and each Guarantor’s respective performance of all of the transactions contemplated hereby (but only to the extent required since last delivered to Bank), and (iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized (but only to the extent any signatories have changed since such incumbency certificate was last delivered to Bank); (c) Borrower’s Operating Documents an Acknowledgment, Amendment and a long-form good standing certificate Reaffirmation of Borrower 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; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereofeach existing Subordination Agreement, together with the duly executed original signatures thereto; (id) a legal opinion of Borrower’s counsel dated as of the Effective Date an Amended and Restated BIA Intercreditor Agreement, together with the duly executed original signature signatures thereto; (je) evidence satisfactory the duly executed original signature pages to Bank that the insurance policies required Amended and Restated Loan and Security Agreement, by Section 6.5 hereof are in full force and effectamong Bank, EMEA, PEIRL and PELTD, together with appropriate evidence showing lender loss payable and/or additional insured clauses an executed original copy of each document or endorsements agreement executed in favor of Bankconnection therewith; (f) the duly executed original signatures to each Guaranty, together with Secretary’s Certificate/duly executed original signatures to the completed Borrowing Resolutions for each Guarantor; and (kg) 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; (c) Borrower’s Operating Documents and a long-long form good standing certificate of Borrower 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; (d) Secretary’s Corporate Borrowing Certificate; (e) Certificates of Foreign Qualification good standing/foreign qualification of Borrower (as applicablefor New Jersey and Massachusetts), certified by the applicable secretary Secretary of state State as of a date no earlier than thirty (30) days prior to the Effective Date; (f) duly executed original signature to a payoff letter from Hercules; (g) evidence that (i) the Liens securing Indebtedness owed by Borrower to Hercules 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 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; (gi) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hj) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇each of Borrower’s leased locations (other than Borrower’s leased location in Bedminster, ▇▇▇▇▇ ▇▇▇New Jersey, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, which has been subleased) by the respective landlord thereof, together with the duly executed original signatures thereto; (ik) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jl) the insurance policies and/or endorsements required pursuant to Section 6.5 hereof; evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (km) 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, if any; (c) Borrower’s the Operating Documents and a long-form good standing certificates or certificate of status, as applicable, of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate duly executed original signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 shall 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; (gf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hg) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (ih) a legal opinion bailee’s waiver in favor of Borrower’s counsel dated as Bank for each location where Borrower maintains property in excess of the Effective Date $100,000 with a third party (as/if required by Bank), by each such third party, together with the duly executed original signature signatures thereto; (i) [Reserved]; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; and (k) 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 AgreementsDebentures; (c) Borrowerthe IP Agreement; (d) Certificate of the Chief Financial Officer of Ltd with respect to articles, incumbency and resolutions authorizing the execution and delivery of this Agreement; (e) Inc’s Operating Documents and a long-long form good standing certificate of Borrower 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; (df) Secretary’s Corporate the completed and executed Borrowing CertificateResolutions for each Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Date; (fg) certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (gh) the Perfection Certificate of each Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto(authority/enforceability) in form and substance acceptable to Bank; (j) evidence satisfactory to Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or and collation notice to Bank (including certificates on ▇▇▇▇▇ 25 and ▇▇▇▇▇ 28forms and endorsements to the policies reflecting the same); (k) consent to charge and security interest from all applicable Israeli banks and depository institutions; (l) evidence satisfactory to Bank that all filings required to have been made pursuant to the Debentures, the Deed of Pledge and the other Loan Documents have been made to secure a first-ranking Lien in favor of Bankthe Bank on the Charged Property, and all other actions required to have been taken by Borrower or any other party prior to the initial Credit Extension shall have been taken and all consents and other authorizations shall have been obtained prior to the initial Credit Extension, all in accordance with the terms of the Debenture and the other Loan Documents; and (km) 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) duly executed original signatures to the Control Agreements; (c) Borrower’s its Operating Documents and a long-form good standing certificate of Borrower 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; (d) Secretary’s Corporate duly executed original signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates the Subordination Agreement duly executed by PC Power & Cooling, Inc. in favor of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective DateBank; (f) a Payment Agreement from Bridge Bank; (g) evidence that (i) the Liens securing Indebtedness owed by Borrower to Bridge 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. (h) certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (gi) the Perfection Certificate of Certificate(s) executed by Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (j) evidence satisfactory to Bank that the insurance policies and/or endorsements required by pursuant to Section 6.5 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 Bankhereof; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof; and (l) evidence that any Liens upon the property acquired by Borrower from PC Power & Cooling, Inc. and Silicon Data Inc. have been terminated.

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 any Control AgreementsAgreement(s) required under this Agreement; (c) Borrower’s Operating Documents and Documents, a long-form good standing current status certificate of Borrower certified by the Secretary of State of the State of Delaware Oregon, and a certificate of foreign qualification of Borrower certified by the Secretary of State of the State of California, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretarya secretary’s Corporate Borrowing Certificatecertificate 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 to which it is a party; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed original signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (g) evidence satisfactory to Bank that (i) the Lien on the assets of Visicon Technologies, Inc., in favor of ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and (ii) the Lien on the assets of Borrower in favor of Pearl Beta Funding, LLC, have each been terminated or released; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (hi) a landlord’s consent in favor of Bank for with respect to Borrower’s leased locations at 13900 and ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, by ESI Leasing, LLC, together with the duly executed original signatures thereto; (j) a bailee’s waiver in favor of Bank with respect to Borrower’s property maintained at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereofHigh Tech Crating, Inc., together with the duly executed original signatures thereto; (ik) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature theretosignatures to amendments to and ratifications of the Stock Pledge Agreements; (jl) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; and (km) 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, if any; (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of the State Borrower’s and such Subsidiaries’ jurisdiction of Delaware 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; (d) Secretary’s Corporate duly executed signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower duly executed signature to a payoff letter from Comerica Bank, N.A. (as applicablethe “Prior Lender”), certified together with all documents and agreements executed in connection therewith, shall have been terminated and all amounts owed by the applicable secretary of state as of a date no earlier than thirty (30) days prior Borrower to the Effective DatePrior Lender shall have been paid in full; (fi) the Liens securing Indebtedness owed by 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 the initial Credit Extension, be terminated; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (gh) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; and (k) 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 the following have been satisfied, all in form and substance reasonably satisfactory to Bank: (a) the parties shall have receivedexecuted and delivered the Loan Documents; (b) To the extent not previously delivered to Bank in connection with the Original Loan Agreement, Borrower shall have delivered executed one or more Control Agreement(s), in form and substance satisfactory to Bank, such documentsby and among Borrower, Bank, and completion of such other matters, banks or financial institutions as is necessary for Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to perfect its security interest in the Loan Documents; (b) duly executed original signatures to the Control AgreementsDomestic Collateral Accounts; (c) Borrower’s each of Borrower and Guarantor shall have delivered its Operating Documents and a long-form good standing certificate of Borrower certified by from the Secretary of State of the State their jurisdiction of Delaware as of a date no earlier than thirty (30) days prior to the Effective Dateformation; (d) Secretary’s Corporate Borrowing Certificateeach of Borrower and Guarantor shall have delivered a copy of the resolutions of its Board of Directors certified to be a true and correct copy by its secretary or other authorized officer, together with incumbency information and specimen signatures; (e) Certificates the Leasehold Deeds of Foreign Qualification of Trust for which landlord consents are either not required to permit Borrower (as applicable), certified by to encumber the applicable secretary of state as of a date no earlier than thirty (30) days prior to underlying leasehold interest or for which such landlord consents have been obtained on the Effective Date, shall have been duly executed and delivered by Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that have received the Liens indicated certificates of insurance described in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or releasedSection 6.5 hereof; (g) Subject to the Perfection Certificate of Borrowerlimitations set forth in Section 2.7, together with the duly executed original signature thereto;Borrower shall have paid all documented and invoiced costs and fees, including Bank Expenses, then due; and (h) a landlord’s consent Borrower shall have delivered to Bank, in favor of addition to the documents required in Sections 3.2 and 3.3, all documents, certificates, and other assurances that Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s or its counsel dated as of the Effective Date together with the duly executed original signature thereto; (j) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereofmay reasonably request.

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 the following 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) Each Borrower’s Operating Documents and a long-form good standing certificate of Borrower each Borrower, certified by the Secretary of State of the State of Delaware with respect to Sagent Delaware and the Secretary of State of the State of Wyoming with respect to Sagent Wyoming, together with certificates of foreign qualification from each jurisdiction in which each Borrower is qualified to conduct business, in all cases dated as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate Certificate with completed Borrowing CertificateResolutions for each Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Datepayoff letter from MidCap and SVB; (f) evidence that (i) the Liens securing existing Indebtedness owed by Borrower to MidCap and/or 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 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (ji) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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 Bank; and (kj) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof. For the avoidance of doubt, delivery by Sagent Delaware of stock certificates evidencing its ownership interest in Sagent Wyoming shall not be a condition to Bank’s obligation to make the initial Credit Extension.

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) duly executed original signatures signature to the Control AgreementsWarrant, together with a capitalization table for Borrower; (c) Borrower’s (i) the Operating Documents and a long-form good standing certificate of Borrower certified by the Secretary of State of Delaware (or equivalent agency) and (ii) a certificate of good standing/foreign qualification of Borrower certified by the Secretary of State (or equivalent agency) of Delaware New York, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretarya secretary’s Corporate Borrowing Certificatecorporate 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 to which it is a party; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed original signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) duly executed signatures to a payoff letter from ORIX Growth Capital, LLC and Escalate Capital Partners SBIC III, LP; (g) evidence that (i) the Liens securing Indebtedness owed by Borrower to ORIX Growth Capital, LLC and Escalate Capital Partners SBIC III, LP 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 shall 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; (gi) acknowledgment copies (from the Delaware Department of State) of either (i) an amendment to each of (A) UCC filing no. 20182814503 in favor of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Financial Services, Inc., (B) UCC filing no. 20182910053 in favor of C T Corporation System, as Representative, (C) UCC filing no. 20185907387 in favor of Vendor Services Center, (D) UCC filing no. 20185933136 in favor of ▇▇▇▇▇ Fargo Vendor Financial Services, LLC and (E) UCC filing no. 20186496224 in favor of Hitachi Capital America Corp., in each case amending the collateral description to refer only to specific financed or leased equipment or (ii) a filed termination of each of the foregoing financing statements; (j) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (ik) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (j1) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 6.7 hereof are in full force and effect; (m) the completion of the Initial Audit; (n) with respect to the initial Advance, together a completed Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bankrespect to Borrower’s Accounts) and a completed Recurring Revenue Report; and (ko) 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 The obligation of CIT to make the initial Credit Extension hereunder (whether such Credit Extension shall consist of the making of a Loan or assistance to the Borrower in establishing or opening Letters of Credit) is subject to the condition precedent that Bank shall have receivedsatisfaction on or before the date thereof of each of the following conditions, in form and substance satisfactory addition to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationthe conditions set forth in Section 8.02: (a) duly executed original signatures The Borrower shall have received an equity contribution of at least $8,000,000 in cash from the Parent and the proceeds of such contribution shall have been credited to the Loan Documents;Account. (b) duly CIT shall have reviewed the Plan of Reorganization and all material agreements and documents executed original signatures or to the Control Agreements;be executed and/or delivered in connection therewith. (c) Borrower’s Operating Documents and CIT shall have received a long-form good standing certificate of Borrower certified by the Secretary of State copy of the State Confirmation Order, such order shall have been duly and properly entered, shall be in full force and effect, shall not have been reversed, stayed, modified or amended, and shall be final. (d) The Plan of Delaware Reorganization shall have become effective in accordance with its terms. (e) CIT shall have reviewed to its satisfaction (i) the corporate and capital structure of the Parent, the Borrower and the other direct and indirect Subsidiaries of the Parent, (ii) the identity of each beneficial owner (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended), as of a date no earlier later than thirty (30) 30 days prior to the Effective Closing Date; , of five percent (d5%) Secretary’s Corporate Borrowing Certificate; or more of the voting securities of the Parent and (eiii) Certificates the composition of Foreign Qualification the Board of Directors of the Parent and the Borrower (as applicable)and the audit committee of the Parent and of the Borrower, certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Date;if relevant. (f) The Borrower shall have executed and delivered to CIT this Agreement, the Note, the Factoring Agreement, each of the Factoring Documents and the Security Agreement, and each other Related Agreement to which the Borrower is a party, each of which shall be dated the Closing Date. (g) The Obligors, other than the Borrower, shall have executed and delivered to CIT the Guaranties, Stock Pledge Agreement, the Trademark Agreement, and each other Related Agreement to which any of the Obligors is a party, each of which shall be dated the Closing Date. (h) The Borrower shall have paid to CIT all fees when due and other amounts due and payable to CIT when due, including, but not limited to, amounts due under Section 2.08 and Section 12.06 hereof and under the Commitment Letter. The Borrower shall have paid to CIT's legal counsel all reasonable fees and other out-of-pocket disbursements paid or incurred by such counsel, all such disbursements to be itemized in reasonable detail. (i) CIT shall have received certificates satisfactory in form and substance to it from the Obligors, signed by the Designated Officer of the Parent, certifying as to (i) true copies of Obligors' charter and by-laws, (ii) true copies of all corporate action taken by the Obligors relative to the Related Documents and the transactions contemplated thereby (which shall designate one or more Designated Officers), (iii) the true signatures and incumbency of the Designated Officers, and (iv) such other matters as CIT may reasonably request. (j) CIT shall have received a certified copiescopy of the initial Borrowing Base Certificate described in Section 4.04(a) hereof in form and substance reasonably satisfactory to CIT. (k) The liens and security interests in favor of CIT pursuant hereto shall be valid and perfected first priority Liens prior to all other Liens in or on the Collateral intended to be subject thereto, dated except for such Permitted Liens which have priority by operation of law. (l) CIT shall have received from Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel to the Borrower and the other Obligors, a favorable opinion in form and substance reasonably satisfactory to CIT and its counsel, and shall also have received from local Florida, New Jersey and Pennsylvania counsel to the Borrower a favorable opinion in form and substance reasonably satisfactory to CIT and its counsel. (m) CIT shall have received certified copies of requests for copies or information on Form UCC-11 or reports, listing all effective UCC financing statements, tax liens and judgment liens in each of the jurisdictions listed on Schedule 8.01 hereto, which name as debtor the Borrower, and each other Obligor as CIT may determine, together with copies of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens statements, none of which shall cover any of the Collateral. (n) No event or condition shall have been oroccurred which has had, or is reasonably likely to have, a Material Adverse Effect, and there shall not have occurred a substantial impairment of the financial markets generally, which in connection with the reasonable opinion of CIT, has materially and adversely affected the transactions contemplated by the Agreement and the Related Documents. (o) CIT shall have received a copy of each of the License Agreements as in effect on the date hereof and on the date of the initial Credit Extension, will be terminated or released; (g) certified as a true and correct copy thereof by the Perfection Certificate Designated Officer of Borrowerthe Parent, together with the duly executed original signature thereto; (hi) a landlord’s consent certification by the Borrower that each such License Agreement remains in full force and effect and that the parties thereto are not in breach thereof and there are no defaults thereunder, (ii) a letter agreement substantially in the form of Exhibit F-1 hereto, executed in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, CIT by ▇▇▇▇▇▇▇, - ▇▇▇▇▇▇▇▇ Corporation, as licensee, and (iii) a letter agreement substantially in the form of Exhibit F-2 hereto, executed in favor of CIT by the Trademark Affiliate. (p) CIT shall have received an assignment of, and shall have obtained dominion and control over, the existing depository accounts, blocked accounts and lockbox accounts of the Borrower. (q) The Borrower shall have furnished CIT, and CIT shall have reviewed to its satisfaction, the schedules of cash receipts and cash disbursements related to the projections referred to in Section 7.06(b). (r) All legal proceedings in connection with the transactions contemplated by this Agreement and the other Related Documents shall be reasonably satisfactory to CIT and its counsel and CIT shall have received all such counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance reasonably satisfactory to CIT, as CIT may from time to time request. (s) There shall be no pending or threatened litigation, proceeding, or other action seeking an injunction or other restraining order, damages or other relief with respect to this Agreement, any of the transactions contemplated to occur hereunder or the Borrower's business activities, and CIT shall have received a written, executed release from the Parent and its Affiliates of and from (i) any and all damage, loss or liability (collectively "Loss") arising on or before the Closing Date and (ii) all causes of action, suits or proceedings, threatened or pending, in respect of any Loss. (t) CIT shall have received a certificate of the chief financial officer of the Borrower, attesting that, on a pro forma basis assuming the consummation of the Plan of Reorganization and the other transactions contemplated by this Agreement, both before and after such consummation, and after giving effect to the payment of all fees and expenses payable in connection herewith and therewith and the making of the initial Loan under this Agreement, the Borrower shall have Availability of not less than $5 million (as evidenced by the certified copy of the Borrowing Base Certificate required to be delivered on the Closing Date pursuant to Section 8.01(j)) and neither the Borrower nor the Parent shall (i) be insolvent or rendered insolvent, (ii) be left with an unreasonably small capital with which to engage in its business or (iii) have incurred debts beyond its ability to pay as such debts mature. (u) CIT shall have received and reviewed to its satisfaction (i) the audited financial statements for ▇▇▇▇▇▇ ▇▇▇ DIP for the fiscal year ended December 28, 1996, (ii) unaudited financial statements for ▇▇▇▇▇▇ ▇▇▇ DIP for each month since the end of said fiscal year, through and including the month immediately preceding the month during which the consummation of the transactions contemplated by this Agreement occurs and (iii) a pro forma opening balance sheet of the Parent, on a consolidated and consolidating basis with its Subsidiaries (giving effect to the Plan of Reorganization, and the transactions contemplated to occur under this Agreement), which balance sheet and accompanying notes, if any, shall not have disclosed thereon any liability or obligation of the Parent or any of its Subsidiaries, other than the Borrower, for which the Borrower may be liable. Each of the financial statements referred to in clauses (ii) and (iii) of the preceding sentence shall have been certified by the respective landlord thereofchief financial officer of the Parent. After review of the foregoing, together with the duly executed original signatures thereto; CIT must be reasonably satisfied that (i) a legal opinion of Borrower’s counsel dated as the financial condition of the Effective Date together Parent and the Borrower does not differ in any material adverse respect from the condition evidenced by the financial information provided to CIT prior to the date hereof and (ii) the Borrower will be able to comply with the duly executed original signature thereto;financial covenants as set forth in this Agreement. (jv) CIT shall have received and reviewed to its satisfaction evidence (in the form of certified copies of all applicable policies) of insurance coverage in amount and scope, and the Borrower's insurance carriers shall have delivered endorsements in form and substance, reasonably satisfactory to Bank that the insurance policies required by Section 6.5 hereof are in full force CIT (i) naming CIT as loss payee with respect to all casualty coverages and effect, together with appropriate evidence showing lender containing other customary loss payable and/or provisions and (ii) naming CIT as additional insured clauses or endorsements in favor of Bank; andfor all general liability coverages. (kw) payment of The Borrower and Sassco Partners Ltd., a Delaware corporation, shall have entered into the fees Sassco Reimbursement Agreement and Bank Expenses then due as specified in Section 2.4 hereofCIT shall have received and reviewed to its satisfaction a true and correct copy thereof.

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 AgreementsWarrant, together with a capitalization table and copies of Borrower’s equity documents; (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretarya secretary’s Corporate Borrowing Certificatecertificate 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) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇Borrower’s leased location at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, San Diego, California, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion bailee’s waiver in favor of Borrower’s counsel dated as of Bank for the Effective Date location where Borrower maintains property with C&M Relocation Systems in Ramona, California, by such third party, together with the duly executed original signature signatures thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; and (k) 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 agreement 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 a certiticate of the Secretary of Everyday Health with respect to certificate of incorporation, by-laws, incumbency and resolutions authorizing the execution and delivery of this Agreement and the Loan Documents; (b) duly executed original signatures a certificate of the Secretary of Carepages with respect to certificate of incorporation, by-laws, incumbency and resolutions authorizing the Control Agreementsexecution and delivery of this Agreement and the Loan Documents; (c) Borrower’s Operating Documents and a long-form good standing certificate of Borrower certified by the Secretary members/managers of State Revolution Health with respect to certificate of formation, limited liability company/operating agreement, incumbency and resolutions authorizing the State execution and delivery of Delaware as of a date no earlier than thirty (30) days prior to this Agreement and the Effective DateLoan Documents; (d) Secretary’s Corporate Borrowing CertificatePerfection Certificates by Borrower; (e) Certificates a legal opinion of Foreign Qualification of Borrower Borrower’s counsel (as applicableauthority/enforceability), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior in form and substance acceptable to the Effective DateBank; (f) certified copies, dated as of a recent date, of financing statement searches, as Bank 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; (g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent executed by the applicable landlord in favor of Bank for ▇ ▇▇Borrower’s locations at (i) ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, New York, New York 10014 and (ii) ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, North Adams, Massachusetts 01247; (g) a bailee’s waiver executed by SunGard Availability Services LP in favor of Bank for its location at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (h) Account Control Agreements/Securities Account Control Agreements; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature theretosignatures to payoff letters from Horizon and Square One Bank; (j) evidence that (i) the Liens securing Indebtedness owed by Borrower to Horizon and Square One 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 Term Advance, be terminated; (k) evidence satisfactory to Bank that the insurance policies required by Section 6.5 6.4 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 Bank; and; (kl) payment of the fees and Bank Expenses then due and payable; (m) Certificates of Foreign Qualification (New York, and others, if applicable); (n) long form Certificates of Good Standing/Legal Existence (Delaware); and (o) such other documents, and completion of such other matters, as specified in Section 2.4 hereofBank may reasonably deem necessary or appropriate.

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 BankBank in its good faith business judgment, 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 a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation, 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 Borrower’s Operating Documents, incumbency and Borrowing Resolutions for Borrower; (d) Secretary’s Corporate Borrowing Certificateduly executed signatures to a payoff letter from Innovatus Life Sciences Lending Fund I, LP (“Innovatus”); (e) Certificates of Foreign Qualification of Borrower (as applicable), 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 shall may request, accompanied by written evidence (including any UCC termination statements) that the Liens s 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; (f) duly executed signatures to the completed Payment/Advance Form in connection with the Term Loan Advance; (g) the Perfection Certificate of Borrower, together with the duly executed original signature theretosignatures to a completed disbursement letter with respect to the Term Loan Advance in the form provided by Bank to Borrower; (h) a landlord’s consent in favor evidence that (i) the Liens securing Indebtedness owed by Borrower to Innovatus will be terminated and (ii) the documents and/or filings evidencing the perfection of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇such Liens, ▇▇▇▇▇ ▇▇▇including without limitation any financing statements and/or control agreements, ▇▇▇▇▇▇▇have or will, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together substantially concurrently with the duly executed original signatures theretoinitial Credit Extension, be terminated (or provision for filings for termination thereof reasonably satisfactory to Bank shall have been delivered to Bank); (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the Perfection Certificate and Addendum 1 to Perfection Certificate duly executed original signature theretoby Borrower; (j) evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; andand WEST\292770674.6 (k) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereofhereof (which amounts may be deducted from the funding of the Term Loan Advance on the Effective 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 Control Agreements, if any; (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each other jurisdiction in which Borrower is qualified to conduct business, in each case dated as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretary’s Corporate duly executed original signatures to the completed Borrowing CertificateResolutions for Borrower; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior to the Effective Date[reserved]; (f) duly executed original signature to a payoff letter from Bank of America, N.A. (the “Prior Lender”); (g) evidence that (i) the Liens securing Indebtedness owed by 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 the initial Credit Extension, be terminated; (h) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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; (gi) the Perfection Certificate Certificates of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (ij) [reserved]; (k) a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; (l) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (jm) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; (n) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and (ko) 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 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) duly executed original signatures to the Mezzanine Loan DocumentsDocuments and satisfaction of all conditions precedent therein; (b) duly executed original signatures to the Control AgreementsLoan Documents; (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of Borrower certified by the Secretary of State (or equivalent agency) of the State Borrower’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) Secretarya secretary’s Corporate Borrowing Certificatecertificate 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 to which it is a party; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the applicable secretary of state as of a date no earlier than thirty (30) days prior duly executed signatures to the Effective Datecompleted Borrowing Resolutions for Borrower; (f) certified copies, dated as of a recent date, of financing statement Lien searches (including without limitation, UCC searches), as Bank shall may reasonably request, accompanied by written evidence (including any UCC termination statementsstatements and other Lien releases) 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 ExtensionExtension hereunder, will be terminated or released; (g) First Amendment to and Ratification of Subordination Agreement from Bessemer Venture Partners IX L.P., Bessemer Venture Partners IX Institutional L.P., ▇▇▇▇▇▇ Ventures V, LP, Playground Ventures, L.P. and PIV Fund I, L.P.; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) a landlord’s consent in favor of Bank for ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a legal opinion of Borrower’s counsel dated as the completion of the Effective Date together with the duly executed original signature theretoInitial Audit; (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 Borrower’s Accounts); (k) Intellectual Property search results and completed exhibits to the IP Agreement; (l) a completed and executed logo consent form for Bank to (i) use Borrower’s logo, (ii) use a tombstone to highlight the transaction and (iii) issue a press release (in a form acceptable to Borrower and Bank) highlighting and summarizing the credit facilities extended by Bank to Borrower under this Agreement for marketing purposes; (m) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 Bank; and (kn) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.6 hereof.