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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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, including but not limited to the UK Share Pledge 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 of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Secretary’s Corporate Borrowing Resolutions for Borrower, in the form attached heretoCertificate; (e) Certificates of Foreign Qualification of Borrower (as applicable), certified by the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with applicable secretary of state as of a date no earlier than thirty (30) days prior to the duly executed original signatures theretoEffective Date; (f) a duly executed payoff letter from Comerica Bank; (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; (hg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (ih) a landlord’s consent in favor of Bank for Borrower’s Santa ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ location ▇▇▇▇▇, 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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 Certificate with completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination PJC Intercreditor Agreement by Ironwood Equity Fund LP PJC Capital in favor of Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank[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; (hi) the Perfection Certificate Certificates of BorrowerBorrower and Guarantor, together with the duly executed original signature signatures thereto; (ij) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇ ▇▇▇▇▇▇ location ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and for 1 Dexter Road, East Providence, Rhode Island, by the respective each landlord thereof, together with the duly executed original signatures thereto; (jk) [Reserved]; (l) a legal opinion of Borrower’s counsel, in form and substance acceptable to Bank, in its reasonable discretion, dated as of the Effective Date together with the duly executed original signature thereto; (m) 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 Mezzanine Loan Documents, including but not limited to the UK Share Pledge DocumentsAgreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Control Agreements, if anyLoan Documents; (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) a secretary’s 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) duly executed original pdf signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (hg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) except as to Excluded Sites, 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 signatures thereto; (i) a landlord’s consent in favor legal opinion (authority and enforceability) of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by counsel dated as of the respective landlord thereof, Effective Date together with the duly executed original signatures 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 Loan Documents, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any[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) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a [reserved]; (g) duly executed signature to a payoff letter from Comerica Pacific Western Bank; (gh) 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; (hj) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures thereto; (jk) [reserved]; (l) [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 On or before the initial Credit Extension is subject Debtor shall deliver, or ensure delivery of, the following 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 limitationSecured Party: (aA) duly executed original signatures to the Loan Documents, including but not limited to the UK Share Pledge Documentsa counterpart of this Agreement; (bB) duly executed original signatures to a Note evidencing the Control Agreements, if anyinitial Credit Extension; (cC) Borrower’s Operating Documents the Security Transfer Agreement, dated as of even date herewith, between Debtor and Secured Party (as it may be amended, restated, supplemented or otherwise modified from time to time, the “German Security Agreement”); (D) the Chattel Mortgage, dated as of even date herewith, between Debtor and Secured Party (as it may be amended, restated, supplemented or otherwise modified from time to time, the “UK Security Agreement”); (E) the Warrant to Purchase 200,000 Shares of Series A Preferred Stock, dated March 5, 2007, made by Debtor in favor of Secured Party (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Warrant”); (F) a good standing certificate of Borrower certified by the Secretary of State Debtor, the form of which is attached hereto as Exhibit B (the State “Secretary’s Certificate”), providing verification of Delaware incumbency and attaching Debtor’s board resolutions approving the transactions contemplated by this Agreement and the other Debt Documents and Debtor’s governing documents; (G) collateral assignments, as Secured Party shall request in its reasonable discretion; (H) certificates of insurance evidencing the insurance coverage required pursuant to Section 5 below; (I) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens on the Collateral, other than Permitted Liens (as defined below), as Secured Party shall request in its reasonable discretion; (J) a certificate of good standing of Debtor as of a date no earlier than thirty (30) days prior acceptable to Secured Party from the Effective Datejurisdiction of Debtor’s organization; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (eK) the Subordination and Waiver Agreement by Ironwood Equity Fund LP in favor Bankamong MGlas AG, together with Debtor and Secured Party, the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (g) certified copiesDeed of Subordination and Waiver among Patheon UK Limited, dated as the Debtor and the Secured Party, the Deed of a recent dateSubordination and Waiver among Bespak Europe Limited, the Debtor and the Secured Party, and the Deed 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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa Subordination and Waiver among ▇▇▇▇▇▇ location by ▇▇▇▇▇▇▇▇ Limited, the respective landlord thereofDebtor and the Secured Party, together with each dated on or about the duly executed original signatures theretodate hereof (as each may be amended, restated, supplemented or otherwise modified from time to time, collectively, the “Initial Landlord Consents”); (jL) evidence legal opinions of counsel for Debtor located in the United States, England and Germany, each in form and substance reasonably satisfactory to Bank that Secured Party; (M) one or more schedules of equipment and personal property related thereto listing in detail sufficient to specifically identify the insurance policies required by Section 6.5 hereof are Collateral and its location (as each may be amended, restated, supplemented or otherwise modified from time to time the “Collateral Schedules”), which Collateral Schedules shall be annexed to and made a part hereof, the UK Security Agreement and/or the German Security Agreement and the respective Initial Landlord Consents, as applicable; (N) UCC financing statements (and to the extent any such Collateral is to be located in full force a country other than the United States, such other documents, forms and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements schedules necessary to perfect Secured Party’s interest in favor of Banksuch other jurisdiction in the Collateral) in the correct form for filing in the necessary filing office; and (kO) payment all other documents, agreements, opinions, filings and instruments as Secured Party may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with this Agreement, Note, the fees German Security Agreement, the UK Security Agreement, the Warrant, the Initial Landlord Consents, Landlord Consents, the Collateral Schedules and Bank Expenses then due the Secretary’s Certificate, as specified in Section 2.4 hereofeach may be amended, restated, supplemented or otherwise modified from time to time, collectively, the “Debt Documents”).

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of the L/C Issuer and each Lender to make the its initial Credit Extension hereunder is subject to satisfaction of 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 limitationfollowing conditions precedent: (a) duly executed original signatures Evidence satisfactory to the Loan DocumentsArranger that a minimum of $150,000,000 of net proceeds have been received by the MLP from a public offering of MLP common units representing limited partnership interests in the MLP, including but not limited on terms reasonably satisfactory to the UK Share Pledge Documents;Administrative Agent. (b) duly Receipt by the Administrative Agent of executed original signatures to and acknowledged counterparts of (i) the Control AgreementsAssignment of First Lien Notes, if any;Liens and Security Interests, (ii) the Assignment of Second Lien Notes, Liens and Security Interests, and (iii) the Assignment of Third Lien Notes, Liens and Security Interests. (c) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party or other Person party thereto, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date), and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts dated as of the Closing Date of this Agreement, the MLP Guaranty, and the other Collateral Documents including, without limitation, the Collateral Documents covering all assets of each Loan Party including, without limitation, the Borrowing Base Oil and Gas Properties and related Collateral, and all other Loan Documents sufficient in number for distribution to the Administrative Agent each Lender and Borrower’s Operating Documents and a good standing certificate of Borrower certified ; (ii) Revolving Notes executed by the Secretary Borrower in favor of State each Lender requesting a Revolving Note, each Revolving Note in a principal amount equal to such Lender’s Revolving Commitment, and each Revolving Note dated as of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Closing Date; (diii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly executed original signatures organized or formed, validly existing, and in good standing in the jurisdiction of its organization and is qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties contained in Article V are true and correct in all respects on and as of the Closing Date, (B) that no default or event of default had occurred and was continuing under the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement or Prior Third Lien Credit Agreement as of the Closing Date and all indebtedness thereunder, including principal, interest, fees and expenses, has been refinanced or paid and all loan commitments thereunder have terminated and all Liens have been released or assigned to the completed Borrowing Resolutions Administrative Agent for the benefit of the Lenders, (C) no Default or Event of Default will exist immediately after closing and the initial Credit Extension under this Agreement, (D) since December 31, 2006 there has occurred no material adverse change in (x) the business, assets, liabilities (actual or contingent), operations or financial condition of the Borrower and Guarantors, taken as a whole, or (y) any of the businesses, assets or liabilities acquired or assumed or being acquired or assumed by the Borrower, (E) that as of the Closing Date there are no environmental or legal issues affecting any Loan Party or any of the Collateral which could reasonably be expected to have a Material Adverse Effect, (F) all material governmental and third party approvals necessary or, in the form attached hereto; (e) discretion of the Subordination Agreement by Ironwood Equity Fund LP in favor BankAdministrative Agent, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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, advisable in connection with the initial Credit Extension, will be terminated or released; (h) financing contemplated by this Agreement and the Perfection Certificate continuing operation of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures thereto; (j) evidence satisfactory to Bank that the insurance policies required by Section 6.5 hereof Borrower and its Subsidiaries have been obtained and are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and (G) no action, suit, investigation or endorsements proceeding is pending or, to the knowledge of such Responsible Officer, threatened in favor any court or before any arbitrator or governmental authority by or against the Borrower, any Guarantor, the General Partner, or any of Bank; andtheir respective properties, that (x) could reasonably be expected to materially and adversely affect the Borrower and the Guarantors, taken as a whole, or (z) seeks to affect or pertains to any transaction contemplated hereby or the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents; (kvi) payment a Compliance Certificate of a Responsible Officer of the fees and Bank Expenses then due as Borrower using a calculation methodology approved by the Arranger demonstrating compliance with all financial covenants specified in Section 2.4 hereof.7.16 on a pro forma rolling four quarter basis for the period ending September 30, 2007 (or if unavailable for that period, for the period ending June 30, 2007); (vii) a certificate of a Responsible Officer of the Borrower (a) as to the satisfaction of all conditions specified in this Section 4.01

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) such UCC, PPSA and other filings as Bank determines are necessary to perfect all security interests granted to Bank by Borrower and Guarantors; (d) the Canadian Security Agreement; (e) intellectual property security agreements, duly executed by Borrower and each Guarantor; (f) agreements to furnish insurance, duly executed by Borrower and each Guarantor; (g) the Interest Rate Addendum; (h) the Itemization of Amount Financed Disbursement Instructions; (i) a pledge and security agreement, duly executed by Silverback Enterprise Group, Inc.; (j) a security agreement from each Guarantor; (k) a guaranty from each Guarantor; (l) an officer’s certificate of Guarantor with respect to, among other things, incumbency and resolutions authorizing the execution and delivery of a guaranty, intellectual property agreement, security agreement and related documents; (m) executed copies of the Acquisition Documents, certified by a Responsible Officer as being true, correct and complete; (n) a closing certificate from the Sellers, Borrower, TENROX Canada and Silverback Enterprise that all conditions to closing under the Acquisition Documents (other than payment of the purchase price) have been satisfied, and such other evidence reasonably requested by Bank that each of the Persons party to such documents are in material compliance therewith, to the extent applicable, and that no condition to consummation of the Acquisition under the Acquisition Documents shall have been waived in a manner detrimental in any material respect to Bank or Borrower, or either one of them, by any of the parties thereto; (o) for (i) the location with the address ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Blvd., Laral, Quebec H7V 4B4, Canada and (ii) each other collateral location or warehouse location of Borrower and each Guarantor or any Collateral location not owned by Borrower or the applicable Guarantor where the aggregate value of Collateral at such locations is in excess of $250,000, a landlord subordination agreement, collateral access agreement or bailment waiver, executed by the landlord, warehouseman or bailee of such location, as applicable, together with a copy of the lease, warehouse or bailment agreement for each such location, as applicable; (p) payment of the fees and Bank Expenses then due specified in Section 2.5; (q) current lien searches indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (r) current financial statements and other updated financial information as Bank may reasonably request; (s) current Compliance Certificate in accordance with Section 6.2; (t) a Warrant in form and substance satisfactory to Bank, together with a copy of (i) Silverback Enterprise’s capitalization table and (ii) Silverback Enterprise’s investors rights agreement; (u) information certificates for Borrower and each Guarantor; (v) an Automatic Debit Authorization; (w) a payoff letter from HSBC; (x) evidence satisfactory to Bank of Borrower’s receipt of cash proceeds in a minimum amount of Six Million Dollars ($6,000,000) from the sale of its equity securities; and (y) 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures signature to the Control AgreementsWarrant, if anytogether 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) a secretary’s corporate 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) a limited liability company certificate of each of ML Plus with respect to such ML Plus’ Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (f) duly executed original signatures to the completed Borrowing Resolutions for each Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate Certificates of each Borrower, together with the duly executed 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; (k) 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 landlord’s consent subordination agreement by MLI Subdebt Facility 1 LLC, in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereofBank, together with the duly executed original signatures theretothereto and copies of the underlying documents evidencing Borrower’s Indebtedness with such Person; (jn) 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 to the Loan Documents, including but not limited to the UK Share Pledge Documentsthis Agreement; (b) duly executed original signatures to the Control AgreementsWarrant, if anytogether with a capitalization table and copies of Borrower’s equity documents; (c) Borrower’s the Operating Documents and a 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) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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 releasedLiens; (hg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (ih) to the extent required pursuant to Section 7.2, a landlord’s consent in favor of Bank for each of Borrower’s Santa leased locations, by the respective landlord thereof, together with the duly executed original signatures thereto provided that a landlord consent is not required for Borrower’s location at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Parkway, Pleasanton, California 94566; (i) a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a value exceeding Two Million Dollars ($2,000,000) with a third party, by the respective landlord thereofeach such third party, together with the duly executed original 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a certificate of Compliance of Borrower certified by Industry Canada and a good standing certificate of Borrower certified by the Secretary Registrar of State of the State of Delaware Companies for British Columbia, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (g) 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) 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; (hf) the Perfection Certificate Certificates of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereofBorrower and Guarantor, together with the duly executed original signatures thereto; (jg) the duly executed original signatures to the Guaranty, together with the duly executed original signatures to the completed Borrowing Resolutions for Guarantor; (h) a copy of Guarantor’s Registration Rights Agreement, Investors’ Rights Agreement or similar agreement and any amendments thereto; (i) 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 (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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if anyWarrant; (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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (if) a landlord’s consent in favor of Bank for Borrower’s Santa ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ location ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (g) a copy of Borrower’s 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. 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if anyWarrant; (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) a secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (ef) a subordination agreement from the Subordination Agreement by Ironwood Equity Fund LP creditors in connection with the Subordinated Debt Event in favor Bankof Agent and the Lenders, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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 Extension, will be terminated or released; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by evidence that the respective landlord thereof, together with the duly executed original signatures theretoSubordinated Debt Event has occurred; (j) evidence satisfactory to Bank 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 Bank; and (k) 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Warrant; (c) duly executed original signatures to the Control Agreements, if any; (cd) 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; (de) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (hg) the Perfection Certificate Certificate(s) of Borrower, together with the duly executed original signature thereto; (ih) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ location ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, 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 (unless such leased location contain less than Fifty Thousand Dollars ($50,000) in Borrower’s assets or property), by each such third party, together with the duly executed original 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 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 Lender, the following (except as otherwise provided): (a) this Agreement; (b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the Loan Documents; (c) a financing statement (Form UCC-1); (d) agreement to furnish insurance; (e) payment of the fees and Lender Expenses then due specified in Section 2.5; (f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Lender may reasonably request; (h) current Compliance and Collateral Certificate in accordance with Section 6.2; (i) a Warrant in form and substance satisfactory to Lender; (j) an ACH Debit Authorization Form; (k) an inventory holder’s acknowledgment agreement or a notice of security interest, as applicable covering Borrower’s Tennessee locations duly executed by each third party in possession of Borrower’s assets; (l) a landlord waiver duly executed by the landlord of each location at which Borrower leases real property including Borrower’s San Diego, California and Warren, New Jersey locations, provided that such fully executed landlord waivers may be delivered to Lender within thirty (30) days after the Closing Date; (m) evidence satisfactory to Lender that Borrower received, prior to June 30, 2013, net cash proceeds in an amount equal to at least Twenty Five Million Dollars ($25,000,000); (n) a Subordination Agreement, duly executed by Comerica Bank, ; and (o) such documentsother 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (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) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (hf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (ig) a landlord’s consent in favor of Bank for each of Borrower’s Santa ▇▇▇▇▇▇ location leased locations, by the respective landlord thereof, together with the duly executed original signatures thereto; (jh) evidence satisfactory to a bailee’s waiver in favor of Bank that the insurance policies required for each location where Borrower maintains property with a third party, by Section 6.5 hereof are in full force and effecteach such third party, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bankthe duly executed original signatures thereto; (i) with respect to the initial Advance, a completed Borrowing Base Statement (and any schedules related thereto and including any other information requested by Bank with respect to 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) duly executed original signatures to the Loan Documents, including but not limited Documents dated prior to or as of the UK Share Pledge DocumentsEffective Date; (b) duly executed original signatures to the Control Agreements, if anyAgreement(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) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (hf) the Perfection Certificate Certificates of BorrowerBorrower and Guarantor, together with the duly executed original signature signatures thereto; (ig) a landlord’s consent in favor of Bank for each of Borrower’s Santa ▇▇▇▇▇▇ location leased locations by the respective landlord thereof, together with the duly executed original signatures thereto; (h) 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; (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 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 but not limited to this Agreement, the UK Share Pledge DocumentsFee Letter and the Perfection Certificate; (b) duly executed original signatures to scanned copies of the Control Agreements, if any; (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) duly executed original signatures to scanned copies of the completed Borrowing Resolutions for Borrower, in the form attached heretoeach Loan Party; (ed) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (g) 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; (he) 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; (if) a landlord’s consent in favor scanned copy of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by an executed legal opinion of counsel of each Loan Party dated as of the respective landlord thereof, together with the duly executed original signatures theretoEffective Date; (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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if anyWarrant; (c) duly executed original signatures to the Control Agreement[s]; (d) Borrower’s and each Subsidiary’s Operating Documents and a 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) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) an officer’s certificate of the Subordination Agreement Borrower certifying as to resolutions approved by Ironwood Equity Fund LP in favor BankBorrower’s Board of Directors and incumbency, together with the duly executed original signatures theretoand a copy of resolutions adopted by Borrower’s stockholders; (f) a duly executed payoff letter from Comerica Bankevidence 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; (hi) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (ij) an intellectual property security agreement; (k) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereofBank, together with the duly executed original signatures thereto; (jl) a copy of Borrower’s Investors’ Rights Agreement and any amendments thereto; (m) 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 delivery of the Loan Documents, including but not limited to the UK Share Pledge DocumentsSecond Amendment and satisfactory completion of all conditions precedent thereto; (b) duly executed original signatures to the Control Agreements, if anyLoan Documents; (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 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; (de) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (hg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (ih) a landlord’s consent in favor of Bank for each of Borrower’s Santa ▇▇▇▇▇▇ location 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) 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control AgreementsWarrants, if anytogether with a capitalization table and copies of Co-Borrowers’ equity documents; (c) except as provided by Section 3.3 hereof, each Co-Borrower’s Operating Documents and 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; (d) duly executed original signatures to the completed Borrowing Resolutions for each Co-Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (hf) the Perfection Certificate of each Co-Borrower, together with the duly executed original signature thereto; (ig) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location each of Co-Borrowers’ leased locations having Collateral with a fair market value of at least One Hundred Thousand Dollars ($100,000) by the respective landlord thereof, together with the duly executed original signatures theretothereto (but only to the extent not already delivered to Bank); (jh) 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; (i) the completion of the Initial Audit; and (kj) 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (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) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the a Subordination Agreement duly executed by Ironwood Equity Fund LP the creditors listed therein in favor of Bank, together with the duly executed original signatures theretothereto and copies of the underlying documents evidencing Borrower’s Indebtedness with such Person; (f) a duly executed payoff letter from Comerica Bank; (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; (hg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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 (kh) 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a long-form good standing certificate certificates of Borrower each Credit Party certified by the Secretary of State (or equivalent agency) of such Credit Party’s jurisdiction of organization or formation and the State jurisdiction of Delaware Borrower’s chief executive office as of a date no earlier than thirty (30) days prior to the Effective Date; (dc) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached heretoeach Credit Party; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (gd) 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; (he) the Perfection Certificate of Borrower, together Borrower with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereofrespect to each Credit Party, together with the duly executed original signatures thereto; (jf) a legal opinion of counsel to the Credit Parties dated as of the Effective Date together with the duly executed original signature thereto; (g) the duly executed original signatures to the Guaranty, together with the duly executed original signatures to the completed Borrowing Resolutions for each Guarantor; (h) 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 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 request as being necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, including but not limited Documents dated prior to or as of the UK Share Pledge DocumentsEffective Date to which it is a party; (b) duly executed original signatures to the Control Agreements, if anyAgreement(s); (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 the State Borrower’s and such Guarantor’s jurisdiction of Delaware organization or formation and each jurisdiction in which Borrower and each Guarantor 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (g) 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; (f) [Reserved]; (g) a fully-executed bailee’s waiver with respect to Borrower’s leased location at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in favor of Bank; (h) the Perfection Certificate of BorrowerBorrower and the Guarantors, together with the duly executed original signature signatures thereto; (i) a landlord’s consent in favor legal opinion of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by counsel dated as of the respective landlord thereof, Effective Date together with the duly executed original signatures thereto; (j) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 and invoiced to Borrower as specified in Section 2.4 2.5 hereof.

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control AgreementsWarrants, if anytogether 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; (de) 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; (f) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (eg) the Subordination Agreement a subordination agreement by Ironwood Equity Fund LP SHIONOGI & CO., LTD. in favor Bankof Agent and the Lenders, together with the duly executed original signatures theretothereto and copies of the underlying documents evidencing Borrower’s Indebtedness with such Person; (f) a duly executed payoff letter from Comerica Bank; (gh) 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; (hi) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (ij) a landlord’s consent in favor legal opinion (authority and enforceability) of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by counsel dated as of the respective landlord thereofEffective Date, together with the duly executed original signatures 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. BankEach Lender’s obligation to make the initial Credit Extension hereunder is subject to the condition precedent that Bank Agent and each Lender shall have received, in form and substance satisfactory to BankAgent and the Lenders, such documents, and completion of such other matters, as Bank Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, including but not limited to the UK Share Pledge 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 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 Closing Date; (d) a secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (ef) the Subordination Agreement by Ironwood Equity Fund LP in favor BankLender Intercreditor Agreement, together with the duly executed original signatures thereto; (fg) a duly executed signature to a payoff letter from Comerica BankMidCap with respect to the Prior Obligation; (gh) certified copies, dated as of a recent date, of financing statement searches, as Bank shall Agent or any Lender may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (hi) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures thereto; (j) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Closing Date together with the dully executed signature thereto; (k) evidence satisfactory to Bank Agent that the insurance policies and endorsements required by Section 6.5 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) with respect to the initial Advance, the completion of the Initial Audit; (m) with respect to the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including any other information requested by Agent with respect to Borrower’s Accounts); and (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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (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) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (hf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (ig) a landlord’s consent in favor of Bank for each of Borrower’s Santa ▇▇▇▇▇▇ location leased locations, by the respective landlord thereof, together with the duly executed original signatures 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 On or before the initial Credit Extension is subject Debtor shall deliver, or ensure delivery of, the following 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 limitationSecured Party: (aA) duly executed original signatures to the Loan Documents, including but not limited to the UK Share Pledge Documentsa counterpart of this Agreement; (bB) duly executed original signatures to a Note evidencing the Control Agreements, if anyinitial Credit Extension; (cC) Borrower’s Operating Documents the Security Transfer Agreement, dated as of even date herewith, between Debtor and Secured Party (as it may be amended, restated, supplemented or otherwise modified from time to time, the "German Security Agreement"); (D) the Chattel Mortgage, dated as of even date herewith, between Debtor and Secured Party (as it may be amended, restated, supplemented or otherwise modified from time to time, the "UK Security Agreement"); (E) the Warrant to Purchase 200,000 Shares of Series A Preferred Stock, dated March 5, 2007, made by Debtor in favor of Secured Party (as it may be amended, restated, supplemented or otherwise modified from time to time, the "Warrant"); (F) a good standing certificate of Borrower certified by the Secretary of State Debtor, the form of which is attached hereto as Exhibit B (the State "Secretary's Certificate"), providing verification of Delaware incumbency and attaching Debtor's board resolutions approving the transactions contemplated by this Agreement and the other Debt Documents and Debtor's governing documents; (G) collateral assignments, as Secured Party shall request in its reasonable discretion; (H) certificates of insurance evidencing the insurance coverage required pursuant to Section 5 below; (I) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens on the Collateral, other than Permitted Liens (as defined below), as Secured Party shall request in its reasonable discretion; (J) a certificate of good standing of Debtor as of a date no earlier than thirty (30) days prior acceptable to Secured Party from the Effective Datejurisdiction of Debtor's organization; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (eK) the Subordination and Waiver Agreement by Ironwood Equity Fund LP in favor Bankamong MGlas AG, together with Debtor and Secured Party, the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (g) certified copiesDeed of Subordination and Waiver among Patheon UK Limited, dated as the Debtor and the Secured Party, the Deed of a recent dateSubordination and Waiver among Bespak Europe Limited, the Debtor and the Secured Party, and the Deed 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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa Subordination and Waiver among ▇▇▇▇▇▇ location by ▇▇▇▇▇▇▇▇ Limited, the respective landlord thereofDebtor and the Secured Party, together with each dated on or about the duly executed original signatures theretodate hereof (as each may be amended, restated, supplemented or otherwise modified from time to time, collectively, the "Initial Landlord Consents"); (jL) evidence legal opinions of counsel for Debtor located in the United States, England and Germany, each in form and substance reasonably satisfactory to Bank that Secured Party; (M) one or more schedules of equipment and personal property related thereto listing in detail sufficient to specifically identify the insurance policies required by Section 6.5 hereof are Collateral and its location (as each may be amended, restated, supplemented or otherwise modified from time to time the "Collateral Schedules"), which Collateral Schedules shall be annexed to and made a part hereof, the UK Security Agreement and/or the German Security Agreement and the respective Initial Landlord Consents, as applicable; (N) UCC financing statements (and to the extent any such Collateral is to be located in full force a country other than the United States, such other documents, forms and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements schedules necessary to perfect Secured Party's interest in favor of Banksuch other jurisdiction in the Collateral) in the correct form for filing in the necessary filing office; and (kO) payment all other documents, agreements, opinions, filings and instruments as Secured Party may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with this Agreement, Note, the fees German Security Agreement, the UK Security Agreement, the Warrant, the Initial Landlord Consents, Landlord Consents, the Collateral Schedules and Bank Expenses then due the Secretary's Certificate, as specified in Section 2.4 hereofeach may be amended, restated, supplemented or otherwise modified from time to time, collectively, the "Debt Documents").

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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if anyWarrants; (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; (de) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (hg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (ih) a landlord’s consent in favor of Bank for Borrower’s Santa leased location at ▇▇▇▇ ▇▇▇▇▇▇ location ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 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 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. 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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 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, executed by Borrowers; (b) an officer’s certificate of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) such UCC and other filings as Bank determines are necessary to perfect all security interests granted to Bank by Borrowers and Tenrox US; (d) intellectual property security agreements, executed by each Borrower and Tenrox US; (e) the Interest Rate Addendum, executed by Borrowers; (f) the Itemization of Amount Financed Disbursement Instructions, executed by Borrowers; (g) a Security Agreement executed by 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 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 landlord, warehouseman or bailee of such location, as applicable, together with a copy of the lease, warehouse or bailment agreement for each such location, as applicable; (l) payment of the fees and Bank Expenses then due specified in Section 2.5; (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, including, without limitation: (a) duly executed original signatures to the Loan Documents, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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 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 Documents, including but not limited to the UK Share Pledge Documentsthis Agreement; (b) duly executed original signatures to the Control Agreements, if any; (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 Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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 releasedLiens; (hf) the Perfection Certificate Certificates of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures thereto; (jg) solely as a condition to the Term Loan Advance, duly executed signatures to the Intrinsyc Purchase Agreement and any other documents required by Bank in connection therewith; (h) solely as a condition to the Term Loan Advance, copies of the documents outlining the terms and conditions of the “Loan” outlined in Section 4.11 of the Intrinsyc Purchase Agreement in form and substance satisfactory to Bank; (i) 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 (kj) 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 Documents, including but not limited Documents to the UK Share Pledge Documentswhich it is a party; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s its Operating Documents and a 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) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures theretoDutch Organizational Documents; (f) a duly executed payoff letter from Comerica Bankthe 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; (hm) 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; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if anyAgreement(s); (c) Borrower’s the Operating Documents and a long-form good standing certificate certificates of each Borrower certified by the Secretary of State of the State (or equivalent agency) of Delaware and each jurisdiction in which each Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Parent with respect to Parent’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) a limited liability company borrowing certificate of Delaware Subsidiary with respect to Delaware Subsidiary’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (f) duly executed original signatures to the completed Borrowing Resolutions for each Borrower, in the form attached hereto; (eg) duly executed signatures to the IP Agreement, completed exhibits thereto and copies of intellectual property search results with respect to each Borrower; (h) the Subordination Agreement by Ironwood Equity Fund LP PFG in favor of Bank, together with the duly executed original signatures theretothereto and copies of the underlying documents evidencing Borrower’s Indebtedness with such Person; (f) a duly executed payoff letter from Comerica Bank; (gi) 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; (hj) the Perfection Certificate of each Borrower, together with the duly executed original signature thereto; (ik) a landlordbailee’s consent waiver in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ 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; (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) 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 obligation to make On or before the initial Credit Extension Borrower shall deliver to Lender: a. a counterpart of this Agreement; b. a certificate executed by the Secretary of Borrower, the form of which is subject attached hereto as Exhibit B (the “Secretary’s Certificate”), providing verification of incumbency and attaching Borrower’s board resolutions approving the transactions contemplated by this Agreement and the other Debt Documents and Borrower’s governing documents; c. a Note duly executed by Borrower evidencing such Credit Extension; d. one or more schedules of equipment and personal property related thereto listing in detail sufficient to specifically identify the Collateral and its location (as each may be amended, restated, supplemented or otherwise modified from time to time the “Collateral Schedules”), which Collateral Schedules shall be annexed to and made a part hereof; e. the Equipment Concentration Rider, the form of which is attached hereto as Exhibit C (the “Equipment Concentration Rider”); f. filed copies of UCC financing statements, fixture filings (as defined under Section 9-102 of the applicable Uniform Commercial Code), collateral assignments and terminations statements, each with respect to the condition precedent Collateral, as Lender shall request; [ * ] = 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 ACT OF 1934, AS AMENDED. g. certificates of insurance evidencing the insurance coverage, and satisfactory additional insured and lender loss payable endorsements, in each case as required pursuant to Section 6.4 herein; h. current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that Bank shall there are no other security interests or liens on the Collateral, other than Permitted Liens (as defined below); i. a certificate of good standing of Borrower from the jurisdiction of Borrower’s organization and a certificate of foreign qualification from each jurisdiction where the Borrower’s failure to be so qualified could reasonably be expected to have receiveda Material Adverse Effect (as defined below), in each case as of a recent date acceptable to Lender; j. a landlord consent and/or bailee letter in favor of Lender executed by the landlord (or bailee, as applicable) for any third party location where Collateral is located (“Landlord Consent”), a form of which is attached hereto as Exhibit D; k. a legal opinion of Borrower’s counsel, in form and substance satisfactory to BankLender; l. a completed EPS set-up form, such documentsa form of which is attached hereto as Exhibit F; m. a completed perfection certificate, duly executed by Borrower, a form of which Lender previously delivered to Borrower (the “Perfection Certificate”); and n. all other documents and completion of such other matters, instruments as Bank Lender may reasonably deem necessary or appropriate, including, without limitation: appropriate to effectuate the intent and purpose of this Agreement (a) duly executed original signatures to the Loan Documents, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly Agreement, Note, the Landlord Consent, the Perfection Certificate and the Secretary’s Certificate, and all other agreements, instruments, documents and certificates executed original signatures thereto; (f) a duly executed payoff letter and/or delivered to or in favor of Lender from Comerica Bank; (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, time to time in connection with this Agreement or the initial Credit Extensiontransactions contemplated hereby, will be terminated or released; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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“Debt Documents”).

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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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 Term Loan Documents, including but not limited to the UK Share Pledge DocumentsAgreement and satisfaction of all conditions precedent thereto; (b) duly executed original signatures to the Control Agreements, if anyLoan Documents; (ci) Borrower’s the 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) 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; (e) duly executed original signatures to the completed Borrowing Resolutions for each Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (hg) the duly executed Perfection Certificate of each Borrower; (h) 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; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original 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; (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, including but not limited to the UK Share Pledge 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 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) a secretary’s 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) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (hg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (ih) a landlord’s consent in favor of Bank for each of Borrower’s Santa ▇▇▇▇▇▇ location leased locations, by the respective landlord thereof, together with the duly executed original signatures thereto; (ji) evidence satisfactory to a bailee’s waiver in favor of Bank that the insurance policies required for each location where Borrower maintains property with a third party, by Section 6.5 hereof are in full force and effecteach such third party, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor the duly executed original signatures thereto; (j) a legal opinion (authority and enforceability) of BankBorrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (k) 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 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 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, including but not limited to the UK Share Pledge 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), if any(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 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) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the each existing Subordination Agreement by Ironwood Equity Fund LP in favor BankAgreement, together with the duly executed original signatures thereto; (fd) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereofan Amended and Restated BIA Intercreditor Agreement, together with the duly executed original 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, including but not limited to the UK Share Pledge 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 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) a secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (e) duly executed original signatures or authorized confirmation by the Board to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (hg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) duly executed signatures to the Stock Pledge Agreement, original stock powers and Bank’s possession of original stock certificates; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures theretoto a Cash Pledge Agreement, in form and substance acceptable to Bank; (j) 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 (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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if anyUK Charge Over Account from Appian UK; (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 of Delaware Delaware, New Jersey, Virginia, and each other jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) a certificate of a director of Appian UK attaching (i) certificate of incorporation, memorandum and articles of association, (ii) board minutes, (iii) register of charges and (iv) specimen signatures; (f) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) 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; (ij) a landlordbailee’s consent waiver in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ 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; (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 2.6 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if anyPledge Agreement; (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) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bankevidence that INSTRUCTIVE COLOR LLC, together with the duly executed original signatures theretoa Delaware limited liability company has been dissolved and its assets have been transferred to Borrower; (f) a duly executed payoff letter from Comerica Bank; (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; (hg) the Perfection Certificate Certificates of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures thereto; (jh) 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 a bailee waiver executed in favor of BankBank in respect of each third party bailee where Borrower maintains Collateral having a book value in excess of Five Hundred Thousand Dollars ($500,000.00); provided that, Borrower shall not be required to provide bailee waivers with respect to third party bailees in possession of Pre-Clinical and Clinical Trial Supplies including those held at contract research organizations or contract manufacturing organizations; 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 following conditions precedent: (a) Bank shall have received, in form and substance satisfactory to Bank, the following: (i) this Agreement and the other Loan Documents; (ii) an officer’s certificate of Borrower and each Guarantor with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement, which certificate shall attach the following documents: copies of each organizational document (including formation documentation and by-laws, limited liability company agreements and other similar governance documents) executed and delivered by each Loan Party and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated as of the Closing Date or a recent date prior thereto and a certificate of the Secretary of State or such documentsother relevant office of such jurisdiction of formation or incorporation, dated as of a recent date, as to the good standing of, and, if generally available in the applicable jurisdiction, the payment of taxes by, each Loan Party; (iii) UCC National Form Financing Statements for Borrower and each Guarantor; (iv) a Copyright Security Agreement or Copyright Security Agreement Supplement, listing all Collateral in which any Loan Party has a copyrightable interest (as listed in the Perfection Certificate) and a Trademark Security Agreement for each trademark in which any Loan Party has an interest (as listed in the Perfection Certificate); (v) payment of fees, including, without limitation, the Upfront Fee, and Bank Expenses then due specified in Section 2.5; (vi) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (vii) current financial statements, including audited statements for B▇▇▇▇▇▇▇’s and each Guarantor’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended quarter and month in accordance with Section 9.1, schedules of the Loan Parties’ accounts receivables and accounts payable as of July 31, 2022, and such other updated financial information as Bank may reasonably request; (viii) B▇▇▇▇▇▇▇’s financial and business projections and budget for the twelve (12) month period ending March 31, 2023, with evidence of approval thereof by B▇▇▇▇▇▇▇’s board of directors (the “Forecast”); (ix) current Compliance Certificate in accordance with Section 9.1; (x) A calculation of the Entitlement Reserve Percentage for the three month period immediately preceding the Closing Date and such additional supporting information and documentation as Bank shall request; (xi) and a perfection certificate in form and substance satisfactory to Bank (the “Perfection Certificate”); and (xii) 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, including but not limited to the UK Share Pledge Documents;. (b) duly executed original signatures Bank shall have completed, and be satisfied in all respects with the results of, its legal, tax, regulatory, environmental, accounting and business due diligence with respect to the Control Agreements, if anyLoan Parties and their respective affiliates; (c) Borrower’s Operating No litigation or other similar proceeding exists that would have a Material Adverse Effect on any Loan Party, this Agreement and the other Loan Documents and a good standing certificate of Borrower certified by or the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Datetransactions contemplated hereunder or thereunder; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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 As of the fees Closing Date, Borrower is in compliance in all material respects with all environmental health and Bank Expenses then due as specified in Section 2.4 hereofsafety laws, rules and regulations.

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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control AgreementsWarrant, if anytogether 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) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (hg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (ih) a landlord’s consent in favor of Bank for Borrower’s Santa leased location at ▇▇▇▇ ▇▇▇▇▇▇ location ▇▇▇▇▇▇, San Diego, California, by the respective landlord thereof, together with the duly executed original signatures thereto; (i) a bailee’s waiver in favor of Bank for the location where Borrower maintains property with C&M Relocation Systems in Ramona, California, by such third party, together with the duly executed original 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 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures signature to the Control AgreementsWarrant, if anytogether 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) a secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed signatures to a payoff letter from Comerica BankORIX 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; (hi) 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; (ik) a landlord’s consent in favor legal opinion (authority and enforceability) of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by counsel dated as of the respective landlord thereof, Effective Date together with the duly executed original signatures 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 obligation The Lenders’ agreement to make the initial Credit Extension is subject to the condition precedent that Bank Lenders shall have received, in form and substance satisfactory to BankLenders, such documents, documents and completion of such other matters, as Bank Lenders may reasonably deem necessary or appropriate, including, without limitation, the following: (a) this Agreement duly executed original signatures to the Loan Documents, including but not limited to the UK Share Pledge Documentsby each party hereto; (b) duly executed original signatures a certificate of the Secretary of Borrower with respect to articles, by-laws, incumbency and resolutions authorizing the Control Agreements, if anyexecution and delivery of this Agreement; (c) Perfection Certificate by Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures signature thereto; (fd) a duly executed payoff letter from Comerica Bank; (g) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searchessearches with respect to Borrower, as Bank Lenders shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (he) the Perfection Certificate a Disbursement Letter duly executed by each party thereto; (f) account control agreements for deposit accounts and securities accounts (SVB and State Street Bank); (g) a legal opinion of Borrower, ’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (ih) a landlord’s consent in favor copy of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures Investors’ Rights Agreement and Voting Agreement and any amendments thereto; (ji) Borrower shall have delivered 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 Bank; andCollateral Agent; (j) duly executed original signature to the Oxford Warrant; (k) duly executed original signature to the SVB Warrant; (l) duly executed original signature to the GEBFS Warrant; (m) payment of the fees and Bank Lenders Expenses then due as specified in Section 2.4 hereof; (n) Certificate of Foreign Qualification (for California); (o) Certificate of Good Standing/Legal Existence (Delaware); and (p) such other documents, and completion of such other matters, as Lenders 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, including but not limited to the UK Share Pledge 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 each Borrower certified by the Secretary of State of the State of Delaware and each other jurisdiction in which such Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (c) duly executed secretary’s corporate borrowing 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; (d) duly executed original signatures to the completed Borrowing Resolutions for each Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (g) 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; (hf) the Perfection Certificate of each Borrower, together with the duly executed original signature thereto; (ig) a landlord’s consent in favor of Bank for Borrower’s Santa leased location at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ location ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (jh) evidence satisfactory to Bank that the insurance policies required by Section 6.5 hereof are in full force and effect; (i) duly executed signature to a payoff letter from ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ; (j) evidence that (i) the Liens securing Indebtedness owed by Borrower to ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, together including without limitation any financing statements and/or control agreements, have or will, concurrently with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor the initial Advance, be terminated; (k) with respect to the initial Advance, the completion of Bankthe Initial Audit; (l) 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); 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 The obligation of the L/C Issuer and each Lender to make the its initial Credit Extension hereunder is subject to satisfaction of 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 limitationfollowing conditions precedent: (a) duly executed original signatures Evidence satisfactory to the Loan DocumentsArranger that a minimum of $150,000,000 of net proceeds have been received by the MLP from a public offering of MLP common units representing limited partnership interests in the MLP, including but not limited on terms reasonably satisfactory to the UK Share Pledge Documents;Administrative Agent. (b) duly Receipt by the Administrative Agent of executed original signatures to and acknowledged counterparts of (i) the Control AgreementsAssignment of First Lien Notes, if any;Liens and Security Interests, (ii) the Assignment of Second Lien Notes, Liens and Security Interests, and (iii) the Assignment of Third Lien Notes, Liens and Security Interests. (c) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party or other Person party thereto, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date), and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts dated as of the Closing Date of this Agreement, the MLP Guaranty, and the other Collateral Documents including, without limitation, the Collateral Documents covering all assets of each Loan Party including, without limitation, the Borrowing Base Oil and Gas Properties and related Collateral, and all other Loan Documents sufficient in number for distribution to the Administrative Agent each Lender and Borrower’s Operating Documents and a good standing certificate of Borrower certified ; (ii) Revolving Notes executed by the Secretary Borrower in favor of State each Lender requesting a Revolving Note, each Revolving Note in a principal amount equal to such Lender’s Revolving Commitment, and each Revolving Note dated as of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Closing Date; (diii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly executed original signatures organized or formed, validly existing, and in good standing in the jurisdiction of its organization and is qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties contained in Article V are true and correct in all respects on and as of the Closing Date, (B) that no default or event of default had occurred and was continuing under the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement or Prior Third Lien Credit Agreement as of the Closing Date and all indebtedness thereunder, including principal, interest, fees and expenses, has been refinanced or paid and all loan commitments thereunder have terminated and all Liens have been released or assigned to the completed Borrowing Resolutions Administrative Agent for the benefit of the Lenders, (C) no Default or Event of Default will exist immediately after closing and the initial Credit Extension under this Agreement, (D) since December 31, 2006 there has occurred no material adverse change in (x) the business, assets, liabilities (actual or contingent), operations or financial condition of the Borrower and Guarantors, taken as a whole, or (y) any of the businesses, assets or liabilities acquired or assumed or being acquired or assumed by the Borrower, (E) that as of the Closing Date there are no environmental or legal issues affecting any Loan Party or any of the Collateral which could reasonably be expected to have a Material Adverse Effect, (F) all material governmental and third party approvals necessary or, in the form attached hereto; (e) discretion of the Subordination Agreement by Ironwood Equity Fund LP in favor BankAdministrative Agent, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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, advisable in connection with the initial Credit Extension, will be terminated or released; (h) financing contemplated by this Agreement and the Perfection Certificate continuing operation of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures thereto; (j) evidence satisfactory to Bank that the insurance policies required by Section 6.5 hereof Borrower and its Subsidiaries have been obtained and are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and (G) no action, suit, investigation or endorsements proceeding is pending or, to the knowledge of such Responsible Officer, threatened in favor any court or before any arbitrator or governmental authority by or against the Borrower, any Guarantor, the General Partner, or any of Bank; andtheir respective properties, that (x) could reasonably be expected to materially and adversely affect the Borrower and the Guarantors, taken as a whole, or (z) seeks to affect or pertains to any transaction contemplated hereby or the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents; (kvi) payment a Compliance Certificate of a Responsible Officer of the fees and Bank Expenses then due as Borrower using a calculation methodology approved by the Arranger demonstrating compliance with all financial covenants specified in Section 2.4 hereof.7.16 on a pro forma rolling four quarter basis for the period ending September 30, 2007 (or if unavailable for that period, for the period ending June 30, 2007); (vii) a certificate of a Responsible Officer of the Borrower (a) as to the satisfaction of all conditions specified in this Section 4.01 and Section 4.02, (b) providing a five-year financial forecast for the Borrower and its Subsidiaries on a consolidated basis, (c) certifying that the Borrower has entered into Swap Contracts covering at least 80% of estimated net production from Proved Developed Producing Reserves through December 31, 2010 and attaching copies of such Swap Contracts, and (d) providing such other financial information as the Administrative Agent may 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 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, including but not limited to the UK Share Pledge 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) a duly executed original secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures to the completed and Borrowing Resolutions for Borrower, in authorizing the form attached heretoexecution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures theretosignature to a payoff letter from BioPharma; (f) a duly executed payoff letter from Comerica Bankevidence 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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor legal opinion (authority and enforceability) of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by counsel dated as of the respective landlord thereof, Effective Date together with the duly executed original signatures 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. Bank’s obligation to make the initial Credit Extension following 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 Documents, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to establishment of the Control Agreements, if anyBlocked Account; (c) a secretary’s corporate borrowing certificate of US Borrower with respect to such Borrower’s Operating Documents and a 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 in effect on the Effective Date, incumbency, specimen signatures and Borrowing Resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) duly executed original signatures to a certificate of the completed Borrowing Resolutions for Borrowersecretary of Swiss Borrower attaching (i) certificates issued by the Registrar of Companies, in (ii) corporate consents and (iii) copies of the form attached heretoArticles of Incorporation and By-laws; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (g) certified copies, dated as of a recent date, of financing statement and other lien filing searches, as Bank shall may request, accompanied by written evidence (including any UCC termination statements/release documentation) 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; (hf) current excerpt from debt collection register for Swiss Borrower; (g) the Perfection Certificate of each Borrower, together with the duly executed original signature thereto; (h) a bailee’s waiver in favor of Bank by Flash Global Logistics, together with the duly executed signatures thereto; (i) a landlordlegal opinion of Bank’s consent Swiss counsel in favor respect of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereofSwiss Borrower (authority/enforceability), together with the duly executed original signatures theretoin form and substance acceptable to Bank; (j) a legal opinion of Bank’s UK counsel in respect of enforceability of the Charge Over Blocked Account and Receivables with respect to Swiss Borrower, in form and substance acceptable to Bank; (k) letter appointing a process agent in England for Swiss Borrower; (l) evidence satisfactory to Bank that the insurance policies of US Borrower required by Section 6.5 hereof 6.7 of this Agreement 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 and cancellation notice to Bank; (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 Borrowers’ Accounts); and (kn) payment of the fees and Bank Expenses then due and invoiced by Bank to either Borrower 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control AgreementsWarrant, if anytogether 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 of the State (or equivalent agency) 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) duly executed original a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (hg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) [reserved]; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures thereto;[reserved]; and (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 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 hereofrespect to Borrower’s Accounts).

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, including but not limited to the UK Share Pledge 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) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (hf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (ig) a landlord’s consent in favor of Bank for Borrower’s Santa ▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ location ▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (h) a bailee’s waiver in favor of Bank for each location where Borrower maintains property in excess of $100,000 with a third party (as/if required by Bank), by each such third party, together with the duly executed original 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any[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) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (hg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (h) [reserved]; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures thereto[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; (k) with respect to the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including any other information reasonably requested by Bank with respect to Borrower’s Accounts); and (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 The obligation of the L/C Issuer and each Lender to make the its initial Credit Extension hereunder is subject to satisfaction of 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 limitationfollowing conditions precedent: (a) duly The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed original signatures to by a Responsible Officer of the Loan Documents, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control AgreementsCompany, if any; applicable, each dated the Closing Date (c) Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borroweror, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bankcase of certificates of governmental officials, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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 statementsdate before the Closing Date) that and each in form and substance reasonably satisfactory to 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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto;Administrative Agent: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Company; (ii) if so requested within three Business Days of the Closing Date, a landlord’s consent Note executed by the Company in favor of Bank each requesting Lender; (iii) a security agreement (the “Security Agreement”), duly executed by the Company, covering Financed Hedged Eligible Inventory, and related Swap Contracts, Petroleum Product sales contracts and Receivables therefrom and proceeds thereof as from time to time specified by the Company, together with financing statements that the Administrative Agent, in its reasonable opinion, may deem necessary to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, recent financing statement searches in the State of Texas that name the Company as debtor, and such other Collateral Documents as the Administrative Agent, in its reasonable opinion, may deem necessary to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that the Company is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (vi) favorable opinions of ▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrower’s Santa the Company and PAA, and Fulbright & ▇▇▇▇▇▇▇▇ location by L.L.P., special Texas and New York counsel to the respective landlord thereofCompany and PAA, together with addressed to the duly executed original signatures theretoAdministrative Agent and each Lender; (jvii) evidence satisfactory to Bank the Audited Financial Statements and the Initial Pro Forma Forecasts; (viii) a certificate signed by a Responsible Officer of the Company certifying (A) that the insurance policies conditions specified in Section 4.02(a) and (b) have been satisfied, (B) the Initial Pro Forma Forecasts were prepared in good faith upon assumptions deemed reasonable by the Company at the time made, (C) that there has been no event or circumstance since the date of the most recent Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (D) the current PAA Debt Ratings, and (E) the Borrower’s true and correct U.S. taxpayer identification number; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Section 6.5 hereof are each Loan Party and the validity against each Loan Party of the Loan Documents to which it is a party shall have been obtained and shall be 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. (kc) payment There shall not have occurred during the period from the date of the most recent Audited Financial Statements through and including the Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or disputes pending or, to the knowledge of the Company, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Company or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Any fees, including any arrangement fees, agency fees and Bank Expenses then due upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Company, required to be paid on or before the Closing Date shall have been paid. (e) The Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 2.4 hereof4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide the Company with a copy of any such notice received by the Administrative Agent.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of each Lender to make the its initial Credit Extension hereunder is subject to satisfaction (or waiver) of 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 limitationfollowing conditions precedent: (a) duly The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or pdf electronic copies (followed promptly by originals) unless otherwise specified, each properly executed original signatures by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Loan Documents, including but not limited to the UK Share Pledge DocumentsAdministrative Agent: (i) executed counterparts of this Agreement; (bii) duly executed original signatures to counterparts of each Guaranty; (iii) a Note executed by the Control Agreementsrelevant Original Borrower in favor of each Lender requesting a Note, if any; (civ) Borrower’s Operating Documents and a good standing certificate of Borrower certified the Closing Date Security Agreements, duly executed by the Secretary of State each of the State relevant Loan Parties, together with, if applicable: (A) certificates representing the Pledged Equity referred to therein, accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of Delaware as transfer and instruments evidencing the Pledged Debt, if any, indorsed in blank, and (B) copies of a date no earlier than thirty (30) days prior all searches with respect to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor BankCollateral, together with copies of the duly executed original signatures thereto; financing statements (for similar documents) a duly executed payoff letter from Comerica Bank; (g) certified copies, dated as of a recent date, of financing statement disclosed by such searches, as Bank shall request, and accompanied by written evidence (including any UCC termination statements) reasonably satisfactory to the Administrative Agent that the Liens indicated in any such financing statements either constitute Permitted Liens statement (or similar document) would be permitted by Section 7.01 or have been oror NYDOCS01/1760806.13 contemporaneously will be released or terminated or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent, and all proper financing statements, duly prepared for filing under the Uniform Commercial Code or other applicable Law in connection all jurisdictions necessary in order to perfect (if and to the extent required to be perfected under the Security Agreement) and protect the Liens created under the Closing Date Security Agreements, covering the Collateral of the relevant Original Borrower described in the relevant Closing Date Security Agreement; (v) a certificate substantially in the form of Exhibit Q attesting to the Solvency of the Loan Parties and their Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transactions (as defined herein on the Closing Date), from the Chief Financial Officer (or another Responsible Officer) of the Original BV Borrower; (vi) [intentionally omitted] (vii) [intentionally omitted]; (viii) evidence that all insurance (including without limitation title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent has been named as loss payee under each property insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; (ix) a Request for Credit Extension relating to the initial Credit Extension, will be terminated or releasedExtensions in accordance with the requirements hereof; (hx) the Perfection Certificate an opinion of Borrower, together with the duly executed original signature thereto; each of (iA) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇▇▇ location by & ▇▇▇▇▇ LLP, special counsel to the respective landlord thereofLoan Parties, together with (B) Loyens Loeff N.V., Dutch counsel to the duly executed original signatures theretoLoan Parties and (C) Van Doorne N.V., Dutch counsel to the Administrative Agent, each addressed to each Agent and each Lender and each in form and substance reasonably satisfactory to the Administrative Agent; (jxi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (xii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer of such Loan Party authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and (xiii) certified copies of each of the Senior Note Documents (as defined herein on the Closing Date), each in form and substance reasonably satisfactory to Bank that the insurance policies required NYDOCS01/1760806.13 Administrative Agent and each duly executed by Section 6.5 hereof are the parties thereto, which shall be in full force and effect, together effective in accordance with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor their respective terms as of Bank; andthe Closing Date. (kb) payment [Intentionally omitted] (c) The representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of the Closing Date. (d) [Intentionally omitted] (e) No Default shall exist, or would result from such proposed initial Credit Extension or from the application of the proceeds therefrom. (f) [Intentionally omitted] (g) All fees and Bank Expenses then due as specified expenses required to be paid on or before the Closing Date and invoiced (with reasonably supporting documentation) and delivered to the Original Borrowers before the Closing Date shall have been paid in Section 2.4 hereoffull in cash. (h) The Administrative Agent shall have received all documentation and other information requested at least 5 Business Days prior to the Closing Date with respect to each Loan Party required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if anyAgreement with respect to Borrower’s account with SVB Asset Management; (c) Borrower’s the Operating Documents and a long-form good standing certificate of Borrower certified by the Secretary of State of the State of Delaware Delaware, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s corporate borrowing certificate of Borrower with respect to Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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 Extension, will be terminated or released; (hg) the Perfection Certificate of Borrower, together with the duly executed original signatures thereto; (h) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇evidence on ▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures thereto; (j) evidence 25 and ▇▇▇▇▇ 28 certificates satisfactory to Bank 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 Bank; and (kj) 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 Lenders’ obligation to make the initial Credit Extension is subject to the condition precedent that Bank the Agent shall have received, in form and substance satisfactory to Bankthe Agent, such documents, and completion of such other matters, as Bank the Agent may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if anyWarrants; (c) each Borrower’s Operating Documents and a good standing certificate of each Borrower certified by the Secretary of State of the State of Delaware Oregon as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for each Borrower, in the form attached hereto; (e) evidence that (1) the Subordination Agreement Liens securing Indebtedness owed by Ironwood Equity Fund LP in favor BankEnergyConnect Group to Aequitas Commercial Finance, together with LLC will be terminated and (2) the duly executed original signatures theretodocuments and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have been terminated; (f) a duly executed payoff letter from Comerica Bank; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank the 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; (hg) the Perfection Representations and Warranties Certificate of each Borrower, together with the duly executed original signature thereto; (ih) a landlordcopy of EnergyConnect Group’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereofRegistration Rights Agreement, together with the duly executed original signatures Investors’ Rights Agreement and any amendments thereto; (ji) 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; (j) evidence satisfactory to Agent that Aequitas Commercial Finance, LLC shall have converted any of its outstanding Indebtedness not otherwise repaid by Borrowers into equity of Borrower; and (k) payment of the fees fees, Agent Expenses and Bank Lender Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, including but not limited to the UK Share Pledge Documentsthis Agreement; (b) duly executed original signatures to Equity Pledge Agreement, dated as of the Control AgreementsEffective Date, if anyby and among Morinda Holdings, Inc., as pledgor, Tahitian Noni Beverages (China) Company Limited, as company, and Bank, as pledgee; (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 or such Guarantor’s jurisdiction of organization or formation and each jurisdiction in which Borrower or Guarantor is qualified to conduct business, or the State foreign equivalent of Delaware such documents for any entity organized outside the United States, each as of a date no earlier than thirty (30) 30 days prior to the Effective Date; (d) duly executed original a secretary’s certificate of Borrower and each Guarantor with respect to Borrower’s and each Guarantor’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to the completed Borrowing Resolutions for Borrower, in the form attached heretowhich it is a party; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (g) certified copies, dated as of a recent date, of financing statement searchessearches with respect to Borrower and each Guarantor, 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; (hf) the Perfection fully executed Representations and Warranties Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures thereto; (jg) 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; (h) the IP Agreement, together with the duly executed original signatures thereto; (i) the Guaranty, together with the duly executed original signatures thereto; (i) a legal opinion, dated as of the Effective Date, of Sichenzia R▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to Borrower and the Guarantors organized within the United States, (ii) a legal opinion, dated as of the Effective Date, of D▇▇▇▇ W▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to Borrower, (iii) a legal opinion, dated as of the Effective Date, of Faegre B▇▇▇▇ D▇▇▇▇▇▇ LLP, counsel to the Guarantors organized within the State of Colorado, (iv) a legal opinion, dated as of the Effective Date, of R▇▇ ▇▇▇▇▇▇▇ & N▇▇▇▇▇▇ P.C., counsel to the Guarantors organized within the State of Utah, and (v) a legal opinion, dated as of the Effective Date, of B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP, counsel to Tahitian Noni Beverages (China) Company Limited, in each case in form and substance satisfactory to Bank; (k) a duly executed payoff letter with respect to the repayment in full of the Indebtedness of Borrower, NABC, Inc., NABC Properties, LLC and New Age Health Sciences, Inc. owed to Siena Lending Group LLC, termination of all agreements related thereto and the release of all Liens granted in connection therewith, with UCC or other appropriate termination statements and documents effective to evidence the foregoing or authorization to file the same; and (kl) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.7 hereof.

Conditions Precedent to Initial Credit Extension. BankLender’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Lender shall have received, in form and substance satisfactory to BankLender, such documents, and completion of such other matters, as Bank Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if anyWarrant and the Registration Rights Agreement; (c) Borrower’s Operating Documents Lien searches regarding Borrower and a 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 Dateits Subsidiaries; (d) duly executed original signatures to an officer’s certificate for each Loan Party, attaching (i) such Loan Party’s Operating Documents, (ii) good standing certificates of such Loan Party certified by the completed Borrowing Resolutions for BorrowerSecretary 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, in (iii) incumbency and specimen signatures authorizing execution and delivery of the form attached heretoLoan Documents to which such Loan Party is a party and (iv) the resolutions adopted by such Loan Party’s board of directors (and if required under the terms of such Loan Party’s Operating Documents, stockholders); (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of BorrowerCertificate, together with the duly executed original signature thereto; (if) the original stock certificate or other evidence of title with regard to all Equity Interests owned by a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location Loan Party (if such Equity Interests are evidenced by the respective landlord thereofcertificates), together with the a stock power or other appropriate instrument of transfer, duly executed original signatures theretoand in blank by the holder of record of such Equity Interests; (jg) evidence satisfactory to Bank that the insurance policies required by Section 6.5 hereof are of filing of UCC-1 financing statements against each Loan Party in full force and effectits jurisdiction of formation or incorporation, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; andas applicable; (kh) payment of the closing fees and Bank Lender Expenses then due as specified in Section 2.4 2.4(a) and Section 2.4(d) hereof., and payment of that certain fee to Lake Street Capital Markets, LLC which has been previously disclosed to Lender; (i) copies of all material licenses, consents, authorizations and approvals of, and notices to and filings and registrations with, any Governmental Authority (including, without limitation, accreditation and any approvals/registrations necessary for any Loan Party to take Title IV funding), and of all third-party consents and approvals, necessary in connection with the making and performance by the Loan Parties of the Loan Documents;

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if anyas necessary; (c) Borrower’s Operating Documents and a 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 Certificate with completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (hf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (ig) a landlord’s consent in favor of Bank for such of Borrower’s Santa ▇▇▇▇▇▇ location 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, 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 and the Loan Documents, accompanied by certified copies of Borrower’s organizational documents; (c) a financing statement (Form UCC-1); (d) an agreement to furnish insurance; (e) stock pledge agreements executed by Borrower and WPH for the Shares and the certificates for the Shares, together with Assignment(s) Separate from Certificate, duly executed in blank; (f) a guaranty executed and delivered by WPH in form satisfactory to Bank, accompanied by an officer’s certificate of WPH with respect to incumbency and resolutions authorizing such documentsexecution and delivery; (g) a subordination agreement executed and delivered by WPH in form satisfactory to Bank, accompanied by an officer’s certificate of WPH with respect to incumbency and resolutions authorizing such execution and delivery; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (i) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (j) an audit of the Collateral, the results of which shall be satisfactory to Bank; (k) current financial statements, including (i) audited statements for WPH’s most recently ended fiscal year, together with an unqualified opinion of WPH’s accountants regarding those statements (unless such qualification is solely the result of a “going concern” related to insufficient access to capital and/or negative profits), (ii) company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and (iii) such other updated financial information as Bank may reasonably request; (l) a current Borrowing Base Certificate as contemplated by Section 6.2(i); (m) a current Compliance Certificate in accordance with Section 6.2; (n) a Collateral Information Certificate in form satisfactory to Bank; (o) an Automatic Loan Payment Authorization; and (p) copies of the documents evidencing the Merger; 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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, including but not limited to the UK Share Pledge Documentsthis Agreement; (b) duly executed original signatures to the Control Agreements, if anyIP Security Agreement; (c) Borrower’s Operating Documents and a 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 duly executed signatures to the Effective DateAccount Control Agreement(s) required under Section 6.6; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto[reserved]; (e) for each Loan Party, a certificate of such Loan Party, duly executed by a Responsible Officer of such Loan Party, certifying and attaching (i) the Subordination Agreement Operating Documents of such Loan Party, (ii) resolutions duly approved by Ironwood the Board of such Loan Party, (iii) any resolutions, consent or waiver duly approved by the requisite holders of such Loan Party’s Equity Fund LP Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (f) a payoff letter with respect to Indebtedness outstanding as of the Closing Date to Oxford Finance LLC, together with all documents reasonably required in favor Bankconnection with the payoff and release of security interests; (g) the Perfection Certificate of Borrower Representative, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures thereto; (jh) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, and which certificates and endorsements shall be as set forth on Exhibit E; (i) original stock certificates representing the Shares, if any, together with a stock power or other appropriate instrument of transfer, with respect to each original stock certificate, if any, duly executed by the holder of record of such ▇▇▇▇▇▇ and in blank; (j) a legal opinion of counsel to the Loan Parties; (k) a disbursement letter, duly executed by Borrower Representative; (l) financial statements of Borrower Representative and the most recent board-approved operating budget and financial projections for the fiscal year ending December 31, 2022; (m) a completed Debit Authorization and Credit Authorization, in each case, duly executed by a Borrower; (n) evidence showing lender loss payable and/or additional insured clauses satisfactory to Bank that Borrower Representative maintains no less than $200,000,000 in cash in Deposit Accounts which are demand deposit accounts held at CIBC (or endorsements evidence that such amount will be deposited in favor such accounts substantially concurrently with the satisfaction of Bankthe conditions listed in this Section 3.1); and (ko) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof2.6.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) a certificate of the Secretary of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statements; (d) an intellectual property security agreement; (e) warrant to purchase stock issued by Parent (the “Warrant”); (f) certificate(s) of insurance naming Bank as loss payee and additional insured; (g) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (h) current financial statements of Borrowers; (i) delivery of the share certificates representing the Shares and stock powers held by Borrower; (j) unconditional guarantees duly executed by each Active Subsidiary, along with a certificate of the Secretary of each guarantor with respect to its formation documents, incumbency and authorization of the execution and delivery of such guaranty; (k) confirmation of payoff (and/or conversion) of outstanding Indebtedness with respect to promissory notes issued by Borrower pursuant a financing arrangement with Union Bank as agent for such noteholders; (l) evidence satisfactory to Bank in its sole determination that any Lien securing obligations of a Borrower will be terminated or subordinated to the Lien of Bank, in a form satisfactory to Bank (including with respect to the Lien in favor Partizipant, LLC); (m) establishment of the Bancontrol Account; (n) a Lockbox Agreement; (o) evidence of Borrowers’ receipt of at least $5,000,000 in cash proceeds from the sale and issuance of Parent’s equity securities; and (p) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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. BankLender’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank Lender shall have received, in form and substance satisfactory to BankLender, such documents, and completion of such other matters, as Bank Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if anyWarrant and the Registration Rights Agreement; (c) Borrower’s Operating Documents Lien searches regarding Borrower and a 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 Dateits Subsidiaries; (d) duly executed original signatures to an officer’s certificate for each Loan Party, attaching (i) such Loan Party’s Operating Documents, (ii) good standing certificates of such Loan Party certified by the completed Borrowing Resolutions for BorrowerSecretary 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, in (iii) incumbency and specimen signatures authorizing execution and delivery of the form attached heretoLoan Documents to which such Loan Party is a party and (iv) the resolutions adopted by such Loan Party’s board of directors (and if required under the terms of such Loan Party’s Operating Documents, stockholders); (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of BorrowerCertificate, together with the duly executed original signature thereto; (if) the original stock certificate or other evidence of title with regard to all Equity Interests owned by a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location Loan Party (if such Equity Interests are evidenced by the respective landlord thereofcertificates), together with the a stock power or other appropriate instrument of transfer, duly executed original signatures theretoand in blank by the holder of record of such Equity Interests; (g) evidence of filing of UCC-1 financing statements against each Loan Party in its jurisdiction of formation or incorporation, as applicable; (h) payment of the closing fees and Lender Expenses as specified in Section 2.4(a) and Section 2.4(d) hereof, and payment of that certain fee to Lake Street Capital Markets, LLC which has been previously disclosed to Lender; (i) copies of all material licenses, consents, authorizations and approvals of, and notices to and filings and registrations with, any Governmental Authority (including, without limitation, accreditation and any approvals/registrations necessary for any Loan Party to take Title IV funding), and of all third-party consents and approvals, necessary in connection with the making and performance by the Loan Parties of the Loan Documents; (j) evidence a duly executed officer’s certificate, executed by a Responsible Officer certifying compliance with the conditions set forth in Section 3.2(b) and Section 3.2(c); (k) an annual operating budget 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 BankLender; and (kl) payment of without limitation, all other documents and instruments reasonably required to perfect the fees Lender’s Lien on, and Bank Expenses then due as specified in Section 2.4 hereofsecurity interest in, the Collateral.

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, including but not limited Documents to the UK Share Pledge Documentswhich it is a party; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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) duly executed original signatures to the Secretary’s Certificate with completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement subordination agreement duly executed by Ironwood Equity Fund LP Parent in favor of Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (g) 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; (hg) the Perfection Certificate of Borrower, together with the duly Certificates executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereofBorrower and Guarantor, together with the duly executed original signatures thereto; (h) the duly executed original signatures 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 The obligation of Bank 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, each of the following: (a) this Agreement, duly executed and delivered by Borrower; (b) the Guaranty Agreement, the Security Agreement and the Pledge Agreement, each duly executed and delivered by each of Borrower and its Subsidiaries; (c) the English Charge Over Shares, duly executed and delivered by Borrower; and the English Deed of Guarantee and Indemnity and the English Debenture, each duly executed and delivered by the UK Subsidiary; (d) evidence satisfactory to Bank that Borrower and its Restricted Subsidiaries have taken all such documentssteps as shall be required by Bank to implement the lock box arrangements described in Section 4.3, and that Borrower and its Restricted Subsidiaries have, except as otherwise expressly permitted by Bank, duly and properly complied with the provisions set forth in Section 4.3. (e) with respect to each Restricted Deposit Account, a Deposit Account Control Agreement, each in form and substance reasonably satisfactory to Bank, duly executed and delivered by the Person or Persons with which such Restricted Deposit Account is held and maintained; (f) an officer's certificate of Borrower with respect to its Governing Documents and with respect to incumbency and resolutions authorizing the execution, delivery and performance by Borrower of this Agreement and each of the other Loan Documents to which the Borrower is or is to become a party, all as contemplated hereby; (g) an officer's certificate of each Subsidiary of Borrower with respect to its Governing Documents and with respect to incumbency and resolutions authorizing the execution, delivery and performance by such Subsidiary of each of the Loan Documents to which such Subsidiary is or is to become a party, all as contemplated hereby; (h) financing statements (Form UCC-1) from each of Borrower and its Subsidiaries; (i) each of the Treasury Management Service Agreement, the Agreement to Provide Insurance, and the Automatic Debit Authorization, each duly executed and delivered by Borrower and the Restricted Subsidiaries; (j) payment of the fees and Bank Expenses then due specified in Section 2.7; (k) current SOS Reports indicating that, except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (l) an audit of the Collateral, the results of which shall be satisfactory to Bank; (m) current financial statements of Borrower and its Subsidiaries, including audited statements for Borrower's most recently ended fiscal year, together with an unqualified opinion, in accordance with Section 6.2; (n) the Common Stock Purchase Warrant, duly executed and delivered by Borrower; (o) the Equipment Lien Subordination Agreement, duly executed and delivered by Borrower and each of the Person or Persons holding all or any part of the GECC Debt; (p) the legal opinion, dated the Closing Date and addressed to Bank, from special counsel to Borrower, in or substantially in the form of Exhibit T, and otherwise in form and substance satisfactory to Bank; (q) the Closing Date Certificate, in or substantially in the form of Exhibit S, duly executed and delivered by Borrower; and (r) such other agreements, instruments and documents or certificates (including, without limitation, certificates of legal existence and good standing), and completion of such other matters, as Bank in its discretion may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (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) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto[Intentionally omitted]; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto[Intentionally omitted]; (f) a duly executed payoff letter from Comerica Bank; (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; (hg) the Perfection Certificate Certificates of Borrower, together with the duly executed original signature signatures thereto; (h) Intellectual Property search results and completed exhibits to the IP Agreement; (i) a landlord’s consent in favor of Bank for each of Borrower’s Santa ▇▇▇▇▇▇ location leased locations, by the respective landlord thereof, 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 signature thereto; (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; and; (kl) 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); (n) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.5 hereof; (o) a subordination agreement by T▇▇▇▇▇ Family Partnership, Esenjay Investments, LLC, Cleveland Capital, L.P., O▇▇▇ Candies Jr., W▇▇▇ Interests, LTD, P▇▇▇ Candies and B▇▇▇▇ Candies in favor of and satisfactory to Bank, together with the duly executed signatures thereto and copies of the underlying documents evidencing Borrower’s Indebtedness with such Persons.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the 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) the Unlimited Guaranty executed by Guarantor in favor of Bank; (c) the Pledge Agreement executed by Guarantor in favor of Bank; (d) a letter from Credit Parties directing Transfer Agent to only distribute Subscription Agreement Funds to the Escrow Agent wherein Transfer Agent agrees not to distribute the Subscription Agreement Funds to another Person without Bank’s prior consent; (e) a letter from Credit Parties directing Escrow Agent to send Subscription Agreement Funds to the Pledged Account at Bank wherein the Escrow Agent agrees not to send Subscription Agreement Funds to another account without Bank’s prior written consent; (f) a certificate with respect to incumbency and resolutions of each Credit Party, authorizing the execution and delivery of this Agreement and the other Loan Documents; (g) a UCC Financing Statement in respect of each Credit Party; (h) the Charter Documents for each Credit Party; (i) certificates of good standing in respect of each Credit Party, in each case as of a date no earlier than thirty (30) days prior to the Closing Date; (j) Bank shall have completed its due diligence, including receipt and review of all appropriate lien, tax, judgment and litigation searches; (k) evidence of compliance by each Credit Party with the insurance requirements set forth in Section 6.9 below; (l) an executed copy of the Automatic Debit Authorization, in the form attached to this Agreement; (m) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (n) payment of the documentary tax set forth in Section 12.19 below; and (o) 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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. 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, including but not limited to the UK Share Pledge 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 each Borrower certified by the Secretary of State of the State of Delaware (or equivalent agency) and each other state in which either 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 corporate borrowing 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; (d) duly executed original signatures to the completed Borrowing Resolutions for each Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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 Extension, will be terminated or released; (hf) the Perfection Certificate of each Borrower, together with the duly executed original signatures thereto; (g) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date together with the duly executed signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures thereto; (jh) evidence satisfactory to Bank Agent 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 BankAgent; and (ki) 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 the L/C Issuer and each Lender to make the its initial Credit Extension hereunder is subject to satisfaction of 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 limitationfollowing conditions precedent: (a) duly executed original signatures As of the Closing Date and after giving effect to the Loan Documentsinitial Credit Extensions hereunder, including but not limited (i) Borrowers have a minimum of $20,000,000 of unused Borrowing Base availability and (ii) Borrowers’ total Indebtedness of the type described in clauses (a) and (b) of the definition of “Indebtedness” shall be reduced to the UK Share Pledge Documents;no more than $70,000,000. (b) duly Receipt by the Administrative Agent of executed original signatures counterparts of the Assignments and Assumptions relating to the Control Agreements, if any;Original Credit Agreement. (c) BorrowerThe Administrative Agent’s Operating receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party or other Person party thereto, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date), and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts dated as of the Closing Date of this Agreement, the Parent Guaranty, and the other Collateral Documents including, without limitation, the amended and amended and restated Collateral Documents covering all Collateral of each Loan Party including, without limitation, the Borrowing Base Oil and Gas Properties and related Collateral and all other Loan Documents, granting a good standing certificate of Borrower certified first priority Lien to secure the Obligations, subject to Permitted Liens, sufficient in number for distribution to the Administrative Agent, each Lender and Borrowers; (ii) Revolving Notes executed by the Secretary Borrowers in favor of State each Lender requesting a Revolving Note, each Revolving Note in a principal amount equal to such Lender’s Revolving Commitment, and each Revolving Note dated as of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Closing Date; (diii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly executed original signatures organized or formed, validly existing, and in good standing in the jurisdiction of its organization and is qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the completed Borrowing Resolutions for Borrowerconduct of its business requires such qualification; (v) a certificate signed by a Responsible Officer of each Borrower certifying (A) that the representations and warranties contained in Article V are true and correct in all respects on and as of the Closing Date, (B) no Default or Event of Default will exist immediately after closing and the initial Credit Extension under this Agreement, (C) all material governmental and third party approvals necessary or, in the form attached hereto; (e) discretion of the Subordination Agreement by Ironwood Equity Fund LP in favor BankAdministrative Agent, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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, advisable in connection with the initial Credit Extension, will be terminated or released; (h) financing contemplated by this Agreement and the Perfection Certificate continuing operation of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the Borrowers and their respective landlord thereof, together with the duly executed original signatures thereto; (j) evidence satisfactory to Bank that the insurance policies required by Section 6.5 hereof Subsidiaries have been obtained and are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and (D) no action, suit, investigation or endorsements proceeding is pending or, to the knowledge of such Responsible Officer, threatened in favor any court or before any arbitrator or governmental authority by or against the Borrowers, Parent, or any of Bank; andtheir respective properties, that (x) could reasonably be expected to materially and adversely affect the Borrowers and their respective Subsidiaries, taken as a whole, or (z) seeks to affect or pertains to any transaction contemplated hereby or the ability of the Borrowers or any Guarantor to perform its obligations under the Loan Documents; (kvi) payment a certificate of a Responsible Officer of the fees and Bank Expenses then due Borrowers (a) as to the satisfaction of all conditions specified in this Section 2.4 hereof4.

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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s 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; (dc) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (d) evidence that (i) the Liens securing Indebtedness owed by Borrower to Crown Enterprises S.A.R.L. and Gibraltar Business Capital, in LLC will be terminated and (ii) the form attached heretodocuments 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; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (hf) the Perfection Certificate Certificate(s) of Borrower, together with the duly executed original signature[s] thereto; (g) a legal opinion of counsel for RMG Ltd. dated as of the Effective Date together with the duly executed original signature thereto; (ih) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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 Bank6.7 hereof; and (ki) 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 delivery of the Working Capital Loan Documents, including but not limited to Agreement and completion of all of the UK Share Pledge Documentsconditions precedent in connection therewith; (b) duly executed original signatures to the Control Agreements, if anyLoan Documents; (c) Borrower’s Operating Documents and a good standing certificate of Borrower certified by (i) with respect to Braintech, Inc., the Secretary of State of the State of Delaware Nevada, and (ii) with respect to Braintech Industrial and Braintech Government, 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 a certificate of the Secretary of each Borrower with respect to articles, bylaws, incumbency and resolutions authorizing the completed Borrowing Resolutions for Borrower, in the form attached heretoexecution and delivery of this Agreement; (e) termination of the Subordination Agreement by Ironwood Equity Fund LP UCC financing statement in favor Bank, together with the duly executed original signatures theretoof Royal Bank of Canada; (f) amendment to the existing UCC financing statement removing ▇▇▇▇ ▇▇▇▇▇ as a duly executed payoff letter from Comerica Banksecured party; (g) subordination letter from each of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇▇ Ventures LLC (collectively, the “▇▇▇▇▇▇ Parties”); (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; (hi) the Perfection Certificate Certificates of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures thereto; (j) Non-Recourse Letter of Credit Agreement from ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (k) Non-Recourse Pledged Account Agreement and a Pledge Agreement from each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇; (l) Letter of Credit with an aggregate face value and/or the establishment of Pledged Accounts containing an aggregate amount equal to at least the amount of the initial Term Advance hereunder; (m) Subordination Agreement from each of the Pledgors; (n) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (o) 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 (kp) 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 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, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (d) a UCC National Form Financing Statement; (e) agreement to furnish insurance; (f) payment of the fees and Bank Expenses then due specified in Section 2.5; (g) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (h) prior to the initial Advance under the Revolving Line, an audit of the Collateral, the results of which shall be satisfactory to Bank, which audit shall be completed within thirty (30) days after the date hereof; (i) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (j) current Compliance Certificate in accordance with Section 6.2; (k) a Collateral Information Certificate; (l) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (m) Collateral Access Agreements for all Collateral locations as may be required by Bank; (n) evidence of the funding by Borrower, in one or more deposit accounts maintained with Bank, of the Minimum Deposit Amount; (o) evidence of timely completion of each of the post-closing covenants and undertakings set forth in Section 6.12; (p) an Automatic Debit Authorization, duly executed by Borrower; and (q) such other documents, instruments 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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. 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 Documents, including but not limited Documents to the UK Share Pledge Documentswhich it is a party; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s its Operating Documents and a 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) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures theretoDutch Organizational Documents; (f) a duly executed payoff letter from Comerica Bankthe 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; (hm) 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; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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 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, the Warrant, and all other Loan Documents to be executed and delivered on the Closing Date; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) long form certificates of good standing from Delaware and Massachusetts, each certified by the applicable Secretary of State/Commonwealth within thirty (30) days of the Closing Date; (d) UCC Lien searches reflecting no filings other than those in favor of Bank and Permitted Liens; (e) UCC-1 Financing Statement; (f) duly executed payoff letter from each convertible/bridge noteholder; (g) evidence that (i) the Liens securing Indebtedness owed by Borrower to: (i) D▇▇▇▇ ▇▇▇▇▇▇▇, as Collateral Agent, and (ii) convertible/bridge noteholders will be terminated and/or fully converted to equity securities of Borrower, 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) agreement to provide insurance; (i) payment of the fees and Bank Expenses then due specified in Section 2.4 hereof; (j) an audit of the Collateral, the results of which shall be satisfactory to Bank; (k) current financial statements of Borrower; and (l) 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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 The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) an officer's certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) an amendment to the intellectual property security agreement previously executed and delivered by Borrower in connection with the Prior Agreement; (d) payment of the fees and Bank Expenses then due specified in Section 2.5; (e) an audit of the Collateral, the results of which shall be satisfactory to Bank; (f) current financial statements in accordance with Section 6.2; (g) Warrant to purchase the number of shares of Borrower's common stock, par value $0.001 per share, at a per share exercise price equal to the closing price of such common stock on the date of consummation of the Merger such that the product of such number of shares multiplied by such exercise price equals $25,000, with a 7-year maturity, inclusive of certain provisions to include but not be limited to assignability to Bank's affiliates, antidilution protection and a net exercise provision, and Bank shall have piggyback and S-3 registration rights; (h) a Reaffirmation of Intercreditor and Subordination Agreement executed by The First American Corporation; (i) a Reaffirmation of Limited Guaranty executed by Pequot confirming the Pequot Guaranty, or the execution and delivery by Pequot of a new Limited Guaranty, in either case confirming that Pequot guarantees $1,500,000 of the Obligations and extending the maturity of the Pequot Guaranty to at least the Revolving Maturity Date; (j) a Joint and Several Borrower Rider; (k) pledge agreement or confirmation of pledge agreement with respect to the pledge of the TCD to Bank; and (l) 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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 The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) the Fee Agreement; (e) the insurance certificates and specific endorsements specified in Section 6.5 hereof; (f) a landlord's consent or bailee’s waiver in favor of Bank for each of each Borrower's leased locations or locations at which Borrower maintains tangible Collateral valued in excess of Five Hundred Thousand Dollars ($500,000), by the respective landlord thereof, together with the duly executed signatures thereto; (g) a Control Agreement for each of Borrower’s bank accounts maintained at Silicon Valley Bank; (h) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (i) financial statements of Borrower for the month ending September 30, 2020; WEST\291919990.7 (j) a payoff letter for the Term Loan Agreement, dated as of October 13, 2015, among Borrower, the subsidiary guarantors from time to time party thereto and the lenders from time to time party thereto (the “Existing Term Loan Agreement”); (k) evidence that (i) the Liens securing Indebtedness owed by Borrower to the lenders under the Existing Term Loan Agreement 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 been terminated; and (l) 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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 Extensions in respect of Tranche 1, Tranche 2 and Tranche 3 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 the following: (a) this Agreement duly executed by each Obligor; (b) each Security Document duly executed by the relevant Obligor and any ancillary notices, filings or other documents required therein, save those required to be delivered after the date of the relevant Security Document (in each case as set out therein); (c) a certificate duly signed by two managing directors of the Guarantor with respect to its constitutional documents, authorised signatories and resolutions (managing and supervisory board or equivalent corporate bodies (to the extent required) authorising the execution and delivery of any Loan Documents to which Guarantor is a party; (d) a certificate duly signed by two managing directors (Geschäftsführer) of Borrower with respect to its constitutional documents, authorised signatories and resolutions (managing and supervisory board and general meeting of shareholders or equivalent corporate bodies) (to the extent required) authorising the execution and delivery of this Agreement and the other Loan Documents to which Borrower is a party; (e) a Perfection Certificate for each Obligor signed by a Responsible Officer; (f) subordination agreements in the form required by Bank in respect of any shareholder, director, officer or intra-group loan to an Obligor or any loan from a secured creditor (other than Bank) to an Obligor together with the duly executed original signatures thereto; (g) a legal opinion of Borrower’s German counsel (authority) in respect of Borrower delivered to Bank on or about the date of this Agreement; (h) a legal opinion of Bank’s German counsel (enforceability) delivered to Bank on or about the date of this Agreement; (i) a legal opinion of Borrower’s Dutch counsel (authority) in respect of Guarantor delivered to Bank on or about the date of this Agreement; (j) a legal opinion of Bank’s Dutch counsel (enforceability) in respect of the Guarantor delivered to Bank on or about the date of this Agreement; (k) evidence satisfactory to Bank that the insurance policies required by Clause 6.4 (Insurance) are in full force and effect, together with, in respect of non-German insurance policies only, appropriate evidence showing Bank as first loss payee and/or additional insured clauses or endorsements in favour of Bank; (l) payment of the fees and Bank Expenses then due and payable; (m) signed consent 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 summarising the credit facilities extended by Bank to Borrower under this Agreement, for marketing purposes; and (n) 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 appropriate and notified by the Bank to the Loan Documents, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary date of State signing 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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 hereofthis Agreement.

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of each Lender to make the its initial Credit Extension hereunder is subject to satisfaction (or waiver) of 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 limitationfollowing conditions precedent: (a) duly The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or pdf electronic copies (followed promptly by originals) unless otherwise specified, each properly executed original signatures by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Loan Documents, including but not limited to the UK Share Pledge DocumentsAdministrative Agent: (i) executed counterparts of this Agreement; (bii) duly executed original signatures to counterparts of each Guaranty; (iii) a Note executed by the Control Agreementsrelevant Original Borrower in favor of each Lender requesting a Note, if any; (civ) Borrower’s Operating Documents and a good standing certificate of Borrower certified the Closing Date Security Agreements, duly executed by the Secretary of State each of the State relevant Loan Parties, together with, if applicable: (A) certificates representing the Pledged Equity referred to therein, accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of Delaware as transfer and instruments evidencing the Pledged Debt, if any, indorsed in blank, and (B) copies of a date no earlier than thirty (30) days prior all searches with respect to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor BankCollateral, together with copies of the duly executed original signatures thereto; financing statements (for similar documents) a duly executed payoff letter from Comerica Bank; (g) certified copies, dated as of a recent date, of financing statement disclosed by such searches, as Bank shall request, and accompanied by written evidence (including any UCC termination statements) reasonably satisfactory to the Administrative Agent that the Liens indicated in any such financing statements either constitute Permitted Liens statement (or similar document) would be permitted by Section 7.01 or have been oror contemporaneously will be released or terminated or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent, and all proper financing statements, duly prepared for filing under the Uniform Commercial Code or other applicable Law in connection all jurisdictions necessary in order to perfect (if and to the extent required to be perfected under the Security Agreement) and protect the Liens created under the Closing Date Security Agreements, covering the Collateral of the relevant Original Borrower described in the relevant Closing Date Security Agreement; AMERICAS/2023410772.1 2023410772.9 131 Credit Agreement (v) a certificate substantially in the form of Exhibit Q attesting to the Solvency of the Loan Parties and their Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transactions (as defined herein on the Closing Date), from the Chief Financial Officer (or another Responsible Officer) of the Original BV Borrower; (vi) [intentionally omitted] (vii) [intentionally omitted]; (viii) evidence that all insurance (including without limitation title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent has been named as loss payee under each property insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; (ix) a Request for Credit Extension relating to the initial Credit Extension, will be terminated or releasedExtensions in accordance with the requirements hereof; (hx) the Perfection Certificate an opinion of Borrower, together with the duly executed original signature thereto; each of (iA) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇▇▇ location by & ▇▇▇▇▇ LLP, special counsel to the respective landlord thereofLoan Parties, together with (B) Loyens Loeff N.V., Dutch counsel to the duly executed original signatures theretoLoan Parties and (C) ▇▇▇ ▇▇▇▇▇▇ N.V., Dutch counsel to the Administrative Agent, each addressed to each Agent and each Lender and each in form and substance reasonably satisfactory to the Administrative Agent; (jxi) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (xii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer of such Loan Party authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and (xiii) certified copies of each of the Senior Note Documents (as defined herein on the Closing Date), each in form and substance reasonably satisfactory to Bank that the insurance policies required Administrative Agent and each duly executed by Section 6.5 hereof are the parties thereto, which shall be in full force and effect, together effective in accordance with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor their respective terms as of Bank; andthe Closing Date. (kb) payment [Intentionally omitted] AMERICAS/2023410772.1 2023410772.9 132 Credit Agreement (c) The representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of the Closing Date. (d) [Intentionally omitted] (e) No Default shall exist, or would result from such proposed initial Credit Extension or from the application of the proceeds therefrom. (f) [Intentionally omitted] (g) All fees and Bank Expenses then due as specified expenses required to be paid on or before the Closing Date and invoiced (with reasonably supporting documentation) and delivered to the Original Borrowers before the Closing Date shall have been paid in Section 2.4 hereoffull in cash. (h) The Administrative Agent shall have received all documentation and other information requested at least 5 Business Days prior to the Closing Date with respect to each Loan Party required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if anyWarrant; (c) Borrower’s duly executed signatures to the Control Agreement (▇▇▇ Securities Account Control Agreement); (d) the Operating Documents and a long-form good standing certificate certificates of each Borrower and Guarantor certified by the Secretary of State of Delaware and the State of Delaware California, each as of a date no earlier than thirty (30) days prior to the Effective Date; (de) a secretary’s corporate borrowing 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; (f) a limited liability company certificate to guaranty of Guarantor with respect to such Guarantor’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (g) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached heretoeach Borrower and Guarantor; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (gh) 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; (hi) the Perfection Certificate of Borrowereach Borrower and Guarantor, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures thereto; (j) evidence satisfactory duly executed signatures 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 BankGuaranty; (k) duly executed signatures to the Security Agreement; 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. BankL▇▇▇▇▇’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank L▇▇▇▇▇ and Administrative Agent shall have received, in form and substance satisfactory to BankLender and Administrative Agent, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitationthose documents set forth below: (a) duly executed original signatures to the Loan Documents, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a good standing certificate certificates of Borrower each Credit Party certified by the Secretary of State of the each Credit Party’s state of formation and each Existing State of Delaware Location, each as of a date no earlier than thirty ten (3010) days prior to the Effective Date; (dc) duly executed original signatures to the completed Borrowing Resolutions for Borrowereach Credit Party; (d) a duly executed secretary’s corporate borrowing certificate of each Credit Party with respect to such Credit Party’s Operating Documents, in incumbency, specimen signatures and resolutions authorizing the form attached heretoexecution and delivery of this Agreement and the other Loan Documents; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank shall Administrative Agent may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures thereto; (jf) evidence satisfactory to Bank Lender and Administrative Agent 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 BankAdministrative Agent and a certificate of insurance for the applicable Property Manager’s insurance coverage required in Section 6.9(l) hereto; (g) executed copies of (A) general corporate and enforceability opinion or opinions of external counsel to each Credit Party including an Investment Company Act opinion and non-contravention with respect to organizational documents and material agreements; (B) a security interest opinion of external counsel covering the first lien priority and perfection of the Administrative Agent’s interest, on behalf of Lender, in the Collateral and the Pledged Collateral (as defined in each of the Guaranty and Pledge Agreement and the Series Guaranty and Pledge Agreement); and (C) a non-consolidation opinion of external counsel, in form and substance satisfactory to Lender and Administrative Agent in their sole discretion; (h) forms of any Underlying Customer Documents including, without limitation, the PSA, delivered to Administrative Agent. Administrative Agent shall have completed, to its reasonable satisfaction, its due diligence review of such documents; and (ki) payment of the fees and Bank Lender Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriaterequest , including, without limitation: (a) duly executed original signatures to the Loan Documents, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (ci) each Co-Borrower’s Operating Documents and a Documents, (ii) Parent’s long-form good standing certificate of Borrower certificates certified by the Secretary of State (or equivalent agency) of DE, CA, NY, CO and TX each as of a date no earlier than thirty (30) days prior to the Effective Date, and (iii) long-form good standing certificates for each Co- Borrower other than Parent certified by the Secretary of State (or equivalent agency) of Delaware such Co-Borrower’s state of incorporation and principal place of business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (c) a secretary’s certificate of each Co-Borrower with respect to such Co-Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) duly executed original signatures to the completed Borrowing Resolutions for each Co-Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (hf) the Perfection Certificate of each Co-Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures thereto; (jg) duly executed signatures to the IP Agreements; (h) Intellectual Property search results and completed exhibits to the IP Agreements; (i) 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, a completed Borrowing Base Statement (and any schedules related thereto and including any other information requested by Bank with respect to each Co-Borrower’s Accounts); and (k) payment of the fees and Bank Expenses then due and invoiced to Borrower prior to the date thereof as specified in Section 2.4 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Unless otherwise agreed to by Bank, 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, including but not limited Documents (with original signatures to be delivered within two (2) Business Days after the UK Share Pledge DocumentsEffective Date); (b) duly executed original signatures to the Control Agreements, if any; (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 dated as of a date no earlier than thirty (30) days prior to the Effective Date; (c) a secretary’s certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank shall may request, and, if requested by Bank, 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; (hf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (ig) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ location , Pearland, Texas 77047, by the respective landlord thereof, together with the duly executed original signatures thereto; (jh) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto; (i) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 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 (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) duly executed original signatures to the Loan Documents, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the SVB Control Agreements, if anyAgreement and any other Control Agreements required by Bank; (c) Borrower’s Operating Documents of each Borrower and a 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) duly executed original a secretary’s corporate borrowing certificate of InsPro Corp with respect to InsPro Corp’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to the completed Borrowing Resolutions for Borrower, in the form attached heretowhich it is a party; (e) a limited liability company borrowing certificate of InsPro LLC with respect to InsPro LLC’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the Subordination execution and delivery of this Agreement by Ironwood Equity Fund LP in favor Bank, together with and the duly executed original signatures theretoother Loan Documents to which it is a party; (f) a duly executed payoff letter from Comerica Banklimited partnership borrowing certificate of Atiam with respect to Atiam’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) the completed and executed Borrowing Resolutions for each 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; (hi) the Perfection Certificate of each Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures thereto; (j) 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); (k) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.2.10 of this Agreement; and

Conditions Precedent to Initial Credit Extension. BankEach Lender’s obligation to make the initial Credit Extension a Term A Loan is subject to the condition precedent that Bank Collateral Agent and each Lender shall consent to or 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, including but not limited to the UK Share Pledge Documents;each duly executed by Borrower and each Subsidiary, as applicable; WEST\274507290.5 368986-000135 3 (b) duly executed original signatures Control Agreements with respect to the Control Agreements, if anyany Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) Borrower’s duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, duly executed in blank; (e) the Operating Documents and a 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; (df) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year (receipt of which Collateral Agent hereby acknowledges); (h) duly executed original signatures officer’s certificate for Borrower and each Subsidiary that is a party to the completed Borrowing Resolutions for BorrowerLoan Documents, in a form acceptable to Collateral Agent and the form attached heretoLenders; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (gi) certified copies, dated as of a recent datedate no earlier than thirty (30) days prior to the Effective 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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (ij) a landlord’s consent executed in favor of Bank for Collateral Agent in respect of all of Borrower’s Santa ▇▇▇▇▇▇ and each Subsidiaries’ leased locations if either (i) the assets at such location by are valued in excess of Two Hundred Thousand Dollars ($200,000.00) in the respective landlord thereof, together with the duly executed original signatures theretoaggregate or (ii) Borrower’s Books are maintained at any such location; (jk) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (l) a duly executed legal opinion of counsel to Borrower dated as of the Effective Date; (m) 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; (n) a subordination agreement, duly executed by each holder of Subordinated Debt; (o) the Success Fee Agreement; and (kp) 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 is subject to the condition precedent that Bank shall have received, in form and substance reasonably satisfactory to Bank, the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) UCC National Form Financing Statement; (d) a duly executed Success Fee Letter; (e) duly executed original Secured Promissory Notes in favor of the Bank; (f) agreement to provide insurance; (g) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (h) current financial statements of Borrower; (i) [reserved]; (j) completed perfection certificate of Borrower (the “Perfection Certificate”); (k) a landlord’s consent for each of Borrower’s leased locations; (l) a bailee waiver for each location where Borrower maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000); (m) a Disbursement Letter in the form of Exhibit B-1 attached hereto; (n) a Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto; (o) the certificate(s) for the Shares of CytoSorbents Medical, Inc., together with Assignment(s) Separate from certificate(s), duly executed in blank; (p) a pledge agreement and other related documents regarding the pledge to the Bank of a perfected security interest in the Shares of the German Sub; and (q) 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if anyWarrant; (c) the Operating Documents of each Borrower from such Borrower’s Operating Documents jurisdiction of organization, formation or continuance (as the case may be), and a good standing certificate of each jurisdiction in which such Borrower certified by the Secretary of State of the State of Delaware is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; (d) for each Borrower, either (i) duly executed original signatures to an officer’s certificate with respect to Borrower’s articles, by-laws, incumbency, specimen signatures and board (and shareholder, if required) resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which Borrower is a party or (ii) duly executed original signatures to completed Borrowing Resolutions for Borrower, in the form attached heretoResolutions; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (g) certified copies, dated as of a recent date, of financing statement searches, as Bank shall may reasonably request, accompanied by written evidence (including including, without limitation, any UCC termination statements, PPSA termination statements or PPSA confirmations/estoppels, as applicable) 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; (hf) the Perfection Certificate of each Borrower, together with the duly executed original signature thereto; (ig) a landlord’s consent in favor legal opinion of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by Borrowers’ Canadian legal counsel dated as of the respective landlord thereof, Effective Date together with the duly executed original signatures theretosignature thereto in form and substance acceptable to Bank; (jh) 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 payee and/or additional insured clauses or endorsements in favor of Bank; and (ki) payment of the all 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Warrant; (c) duly executed signatures to the Control Agreements, if any; (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; (de) the Subordination Agreement by each holder of Borrower’s unsecured convertible promissory notes, in favor of Bank, together with the duly executed signatures thereto; (f) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇ ▇▇▇▇▇▇▇ location ▇▇▇▇, #▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, by the respective landlord thereof, together with the duly executed original signatures thereto; (j) [reserved]; (k) [reserved]; (l) 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; (m) completion of discussions between Bank and the significant investors of Borrower, to Bank’s satisfaction; 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 Documents, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s 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; (dc) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (gd) 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; (he) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (if) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ San Diego, CA location by the respective landlord thereof, together with the duly executed original signatures thereto; (jg) 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; (h) 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 (ki) payment of the fees and Bank 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 hereunder is subject to the condition precedent that Bank Agent shall have received, in form and substance reasonably satisfactory to BankAgent and the Lenders, such documents, and completion of such other matters, as Bank Agent or any Lender may reasonably deem necessary or appropriaterequest, including, without limitation: (a) duly executed original signatures to the Loan Documents, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if anyClosing Warrant for each Lender and/or its designee; (c) Borrower’s the Operating Documents of Borrower and (i) a long-form good standing certificate of each Borrower certified by the Secretary of State of the State of Delaware and (ii) a good standing certificate of each Borrower certified by the Secretary of State of North Carolina, in each case as of a date no earlier than thirty (30) 30 days prior to the Effective Date; (d) certificate duly executed original signatures by a Responsible Officer or secretary of each Borrower with respect to the completed such Borrower’s (i) Operating Documents and (ii) Borrowing Resolutions for Borrower, in the form attached heretoResolutions; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (g) certified copies, dated as of a recent date, of searches for financing statement searches, as Bank shall requeststatements filed in the central filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (hf) the duly executed Perfection Certificate of each Borrower, together with the duly executed original signature thereto; (ig) a landlord’s consent in favor legal opinion (authority and enforceability) of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by counsel dated as of the respective landlord thereof, together with the duly executed original signatures theretoEffective Date; (jh) evidence satisfactory to Bank Agent that the insurance policies and endorsements required by Section 6.5 5.6 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 (ki) payment of the fees and Bank Lenders’ Expenses then due as specified in Section 2.4 1.3 hereof.

Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a good standing certificate certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of the State of Delaware California, each as of a date no earlier than thirty (30) days prior to the Effective Date; (dc) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (ed) the Subordination Agreement by Ironwood Equity Fund LP in favor BankIntercreditor Agreement, together with the duly executed original signatures thereto; (fe) a duly executed payoff letter from Comerica Banktrue, accurate and complete copies of the HRP Loan Documents; (gf) 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; (hg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (ih) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇ ▇▇▇▇▇▇▇▇ location ▇▇▇▇▇▇, San Francisco, California 94107 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 valued at more than Seventy Five Thousand Dollars ($75,000), by each such third party, together with the duly executed original 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 2.5 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 reasonably satisfactory to Bank, the following: (a) duly executed signatures to this Agreement; (b) duly executed signatures to an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (c) duly executed signatures to the Prime Referenced Rate Addendum; (d) financing statements (Form UCC-1) (Borrower and each Guarantor); (e) duly executed signatures to an intellectual property security agreement (for Borrower and each Guarantor); (f) duly executed signatures to the Unconditional Secured Guaranty (GP Communications), together with duly executed signatures to an officer’s certificate of GP Communications with respect to incumbency and resolutions authorizing the execution and delivery of the Unconditional Secured Guaranty; (g) duly executed signatures to the Unconditional Secured Guaranty (Affinity Video), together with duly executed signatures to an officer’s certificate of Affinity Video with respect to incumbency and resolutions authorizing the execution and delivery of the Unconditional Secured Guaranty; (h) duly executed signatures to the Intercreditor Agreement (Escalate Capital); (i) duly executed signatures to the Subordination Agreement (Shareholder Representative Services LLC, as Sellers’ Representative for the benefit of the Stockholders (as defined in the Merger Agreement)); (j) duly executed signatures to the certificate for the Shares, together with Assignment(s) Separate from Certificate, duly executed in blank; (k) a fully executed copy of the final Seller Note (as defined in the Seller Subordination Agreement); (l) a fully executed copy of the final Merger Agreement; (m) duly executed signatures to the agreement to furnish insurance; (n) payment of the fees and Bank Expenses then due specified in Section 2.5; (o) a payoff letter (Silicon Valley Bank); (p) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (q) an audit of the Collateral, the results of which shall be satisfactory to Bank; (r) Borrower’s quarterly balance sheet projections for fiscal year ended December 31, 2013; (s) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such documentsother updated financial information as Bank may reasonably request; (t) duly executed signatures to a current Compliance Certificate in accordance with Section 6.2; (u) duly executed signatures to a Collateral Information Certificate; (v) duly executed signatures to an Automatic Debit Authorization; and (w) 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, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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 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 but not limited 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 the UK Share Pledge Documentsall Collateral Accounts maintained with any affiliate of Bank; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (g) 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) Each Borrower shall have delivered a separate Perfection Certificate executed by such Borrower; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto;[reserved] (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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 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, including but not limited to the UK Share Pledge Documents; (b) a duly executed original signatures signature to the Control Agreements, if anyWarrant; (c) Borrower’s duly executed signatures to any Control Agreements; (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; (de) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto▇▇▇▇▇▇▇▇; (f) a duly executed payoff letter from Comerica Bank; (g) 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; (hg) the Perfection Certificate executed by ▇▇▇▇▇▇▇▇; (h) a bailee’s waiver in favor of BorrowerBank for each location where ▇▇▇▇▇▇▇▇ maintains property with a third party, by each such third party, together with the duly executed original signature signatures thereto; (i) a landlord’s consent in favor copy of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures Registration Rights Agreement and/or Investors’ Rights Agreement and any amendments 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, including but not limited to the UK Share Pledge Documentsthis Agreement; (b) duly executed original signatures to the Control Agreements, if anyIP Security Agreement; (c) Borrower’s Operating Documents and a 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 duly executed signatures to the Effective DateSuccess Fee Agreement; (d) duly executed original signatures to the completed Borrowing Resolutions for BorrowerSubordination Agreement with respect to certain convertible notes outstanding as of the Closing Date, in and an amendment to such convertible notes to extend the form attached heretomaturity date thereof; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures theretoto the Account Control Agreement(s) required under Section 6.6; (f) a duly executed payoff letter from Comerica Banksignatures to the Collateral Access Agreement(s) for each leased location of a Borrower or location where Collateral is maintained by a bailee (except for Excluded Locations); (g) certified copiesfor each Loan Party, dated as a certificate of such Loan Party, duly executed by a recent dateResponsible Officer of such Loan Party, certifying and attaching (i) the Operating Documents of financing statement searchessuch Loan Party, as Bank shall request(ii) resolutions duly approved by the Board of such Loan Party, accompanied (iii) any resolutions, consent or waiver duly approved by written evidence the requisite holders of such Loan Party’s Equity Interests, if applicable (including any UCC termination statementsor certifying that no such resolutions, consent or waiver is required), and (iv) 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 releaseda schedule of incumbency; (h) a payoff letter with respect to Indebtedness outstanding as of the Closing Date to Ares Capital Corporation (and its affiliated investment funds), together with all documents reasonably required in connection with the payoff and release of security interests; (i) the Perfection Certificate of BorrowerBorrower Representative, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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 and which certificates and endorsements in favor of Bank; andshall be as set forth on Exhibit D; (k) [reserved]; (l) a legal opinion of Borrowers’ counsel; (m) a disbursement letter, duly executed by Borrower Representative; (n) a completed Debit Authorization and Credit Authorization, in each case, duly executed by a Borrower; (o) Borrowers shall have transferred a balance of at least $5,000,000 to a Collateral Account maintained with CIBC; (p) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof2.6. Notwithstanding the foregoing, any of the foregoing listed on Schedule 1 may be delivered following the Closing Date as set forth on Schedule 1.

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, including but not limited to the UK Share Pledge Documentsthis Agreement; (b) duly executed original signatures to the Control Agreements, if anyIP Security Agreement; (c) Borrower’s Operating Documents and a 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 duly executed signatures to the Effective DateAccount Control Agreement(s) with respect to Collateral Accounts maintained with CIBC Bank USA; (d) for each Loan Party, a certificate of such Loan Party, duly executed original signatures to by a Responsible Officer of such Loan Party, certifying and attaching (i) the completed Borrowing Resolutions for BorrowerOperating Documents of such Loan Party, in (ii) resolutions duly approved by the form attached heretoBoard of such Loan Party, (iii) any resolutions, consent or waiver duly approved by the requisite holders of such Loan Party’s Equity Interests, if applicable (or certifying that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency; (e) a payoff letter with respect to Indebtedness outstanding as of the Subordination Agreement by Ironwood Equity Fund LP in favor BankClosing Date to Western Alliance Bank and Perceptive Credit Holdings II, L.P., together with all documents reasonably required in connection with the duly executed original signatures theretopayoff and release of security interests; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of BorrowerBorrower Representative, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures thereto; (jg) evidence satisfactory to Bank that the insurance policies (and, subject to Section 3.3(b)) endorsements required by Section 6.5 hereof are in full force and effect, and which certificates and endorsements shall be as set forth on Exhibit E; (h) the original stock certificates representing the Shares, if any, together with a stock power or other appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements instrument of transfer, with respect to each stock certificate, duly executed by the holder of record of such Shares and in favor blank; (i) a legal opinion of Bank; andBorrowers’ counsel; (j) a disbursement letter, duly executed by Borrower Representative; (k) a completed Debit Authorization and Credit Authorization, in each case, duly executed by a Borrower; (l) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereofSections 2.6(a) and (c); (m) prior to or substantially concurrently with the funding of the Term Loan on the Closing Date, Borrower Representative shall have deposited at least $80,000,000 of cash in a deposit account maintained with Bank or Bank’s Affiliates.

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 executed original signatures to the Loan Documents, including but not limited to the UK Share Pledge Documentsthis Agreement; (b) duly executed original signatures to the Control Agreements, if anyParent Security Agreement; (c) Borrower’s Operating Documents and a 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 DateMeal Metrics Security Agreement; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached heretoWSI Security Agreement; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures theretoWSC Security Agreement; (f) a duly executed payoff letter from Comerica Bankthe WHSC Security Agreement; (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 releasedAccu-Med Security Agreement; (h) share certificates pledged pursuant to the Perfection Certificate of BorrowerSecurity Agreements, together with the stock transfer/power of attorney forms duly executed original signature theretoin blank; (i) the WSC IP Security Agreement; (j) the WHSC IP Security Agreement; (k) the Accu-Med IP Security Agreement; (l) an officer’s certificate of each Borrower with respect to, among other things, incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents; (m) a landlord’s consent certificate of insurance with respect to Borrowers’ insurance coverage and an agreement to furnish insurance from each Borrower; (n) current search reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in favor the Collateral; (o) acknowledgement and confirmation from various prior secured creditors under the PPSA; (p) evidence of Bank for Borrower’s Santa discharge of registration in favour of ▇▇▇▇▇▇ location by & ▇▇▇▇▇ PLLC against WSI under the respective landlord thereof, together with the duly executed original signatures theretoOntario PPSA and UCC (DC); (jq) evidence satisfactory of discharge of registration in favour RBC against MMI under the Manitoba PPSA; (r) evidence of discharge of registration in favour of Wescom Inc. against MMI under the Ontario PPSA and Manitoba PPSA; (s) such UCC, PPSA and other filings as Bank determines are necessary to perfect all security interests granted 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.Borrowers;

Conditions Precedent to Initial Credit Extension. Bank’s The obligation of each Lender to make the its initial Credit Extension hereunder is subject to satisfaction (or waiver) of 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 limitationfollowing conditions precedent: (a) duly The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or pdf electronic copies (followed promptly by originals) unless otherwise specified, each properly executed original signatures by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Loan Documents, including but not limited to the UK Share Pledge DocumentsAdministrative Agent: (i) executed counterparts of this Agreement; (bii) duly executed original signatures to counterparts of each Guaranty; AMERICAS/2023095923.12023095923.18 129 Credit Agreement (iii) a Note executed by the Control Agreementsrelevant Original Borrower in favor of each Lender requesting a Note, if any; (civ) Borrower’s Operating Documents and a good standing certificate of Borrower certified the Closing Date Security Agreements, duly executed by the Secretary of State each of the State relevant Loan Parties, together with, if applicable: (A) certificates representing the Pledged Equity referred to therein, accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of Delaware as transfer and instruments evidencing the Pledged Debt, if any, indorsed in blank, and (B) copies of a date no earlier than thirty (30) days prior all searches with respect to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor BankCollateral, together with copies of the duly executed original signatures thereto; financing statements (for similar documents) a duly executed payoff letter from Comerica Bank; (g) certified copies, dated as of a recent date, of financing statement disclosed by such searches, as Bank shall request, and accompanied by written evidence (including any UCC termination statements) reasonably satisfactory to the Administrative Agent that the Liens indicated in any such financing statements either constitute Permitted Liens statement (or similar document) would be permitted by Section 7.01 or have been oror contemporaneously will be released or terminated or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent, and all proper financing statements, duly prepared for filing under the Uniform Commercial Code or other applicable Law in connection all jurisdictions necessary in order to perfect (if and to the extent required to be perfected under the Security Agreement) and protect the Liens created under the Closing Date Security Agreements, covering the Collateral of the relevant Original Borrower described in the relevant Closing Date Security Agreement; (v) a certificate substantially in the form of Exhibit Q attesting to the Solvency of the Loan Parties and their Subsidiaries (on a consolidated basis) on the Closing Date after giving effect to the Transactions (as defined herein on the Closing Date), from the Chief Financial Officer (or another Responsible Officer) of the Original BV Borrower; (vi) [intentionally omitted] (vii) [intentionally omitted]; (viii) evidence that all insurance (including without limitation title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent has been named as loss payee under each property insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named; (ix) a Request for Credit Extension relating to the initial Credit Extension, will be terminated or releasedExtensions in accordance with the requirements hereof; (hx) the Perfection Certificate an opinion of Borrower, together with the duly executed original signature thereto; each of (iA) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇▇▇ location by & ▇▇▇▇▇ LLP, special counsel to the respective landlord thereofLoan Parties, together with (B) Loyens Loeff N.V., Dutch counsel to the duly executed original signatures thereto; Loan Parties and (jC) evidence Van Doorne N.V., Dutch counsel to the Administrative Agent, each addressed to each Agent and each Lender and each in form and substance reasonably satisfactory to Bank the Administrative Agent; AMERICAS/2023095923.12023095923.18 130 Credit Agreement (xi) such documents and certifications as the Administrative Agent may reasonably require to evidence that the insurance policies required by Section 6.5 hereof are each Loan Party is duly organized or formed, validly existing, in full force good standing and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements qualified to engage in favor business in its jurisdiction of Bank; and (k) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.organization;

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) a financing statement (Form UCC-1) naming Borrower as debtor; (d) an intellectual property security agreement; (e) a Subordination Agreement duly executed by ▇▇▇▇▇▇▇▇ ▇▇▇, together with copies of the subordinated notes with legends; (f) payoff letter from Bridge Bank; (g) agreement to furnish insurance; (h) for each collateral location or warehouse location of Borrower or any Collateral location not owned by Borrower, a landlord subordination agreement, collateral access agreement or bailment waiver, executed by the landlord, warehouseman or bailee of such documentslocation, as applicable, together with a copy of the lease, warehouse or bailment agreement for each such location, as applicable; (i) payment of the fees and Bank Expenses then due and specified in Section 2.5; (j) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (k) an audit of the Collateral, the results of which shall be satisfactory to Bank; (l) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (m) a current Compliance Certificate in accordance with Section 6.2; (n) a Collateral Information Certificate; (o) an Automatic Debit Authorization; and (p) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, including but not limited to the UK Share Pledge Documents; (b) duly executed original signatures to the Control Agreements, if any; (c) Borrower’s Operating Documents and a 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 completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto; (f) a duly executed payoff letter from Comerica Bank; (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; (h) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (i) a landlord’s consent in favor of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures 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 Mezzanine Loan Documents, including but not limited to Agreement and satisfaction of the UK Share Pledge Documentsconditions therein; (b) duly executed original signatures to the Control Agreements, if anyLoan Documents; (c) Borrower’s the Operating Documents and a long-form good standing certificate of Borrower certified by the Secretary of State of the State 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) duly executed original signatures to the secretary’s corporate borrowing certificate of Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) duly executed signatures to the completed Borrowing Resolutions for Borrower, in the form attached hereto; (e) the Subordination Agreement by Ironwood Equity Fund LP in favor Bank, together with the duly executed original signatures thereto;; 224419751 v2 (f) a duly executed payoff letter from Comerica Bank; (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; (hg) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (ih) a landlord’s consent in favor with respect to the initial Advance, the completion of Bank for Borrower’s Santa ▇▇▇▇▇▇ location by the respective landlord thereof, together with the duly executed original signatures theretoInitial Audit; (ji) 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 (kj) payment of the fees and Bank Expenses then due as specified in Section 2.4 2.6 hereof.