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

Conditions Precedent to Initial Credit Extension. 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 Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) 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 to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a party; (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performable; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (g) agreement to furnish insurance; (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) 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; (k) current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (n) an Automatic Debit Authorization, duly executed by Borrower; and (o) such other documents, instruments or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 Borrowerthe parties hereto; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) 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 to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a party; (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performable; (f) a Warrant in form and substance satisfactory to BankAgreement, duly executed by Borrower; (gc) agreement to furnish insurancea financing statement on Form UCC-1, reflecting Borrower as debtor and Bank as secured party; (hd) the IP Security Agreement, duly executed by Borrower; (e) [reserved]; (f) certificates of insurance naming Bank as loss payee on all property insurance policies and as an additional insured on all liability insurance policies; (g) payment of the fees and Bank Expenses then due specified in Section 2.52.4; (ih) current SOS Reports UCC reports indicating that except for Permitted LiensLiens and Liens to be terminated by satisfying obligations to the holders of such Liens with the proceeds of the initial Advances on the Closing Date, there are no other security interests or Liens of record in the Collateral; (ji) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, company 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; (kj) a current Compliance Certificate in accordance with Section 6.2, duly executed by Borrower; (k) subject to Section 6.6, Control Agreements with respect to any accounts permitted hereunder to be maintained with a depository institution other than Bank; (l) a Borrowing Base Certificate in accordance landlord waiver or subordination with Section 6.2 for the period ending February 29respect to each of Borrower’s leased locations, 2012and a bailee waiver with respect to each third-party location where Borrower maintains any Material Collateral; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (n) an Authorization for Automatic Debit AuthorizationLoan Payment on Bank’s standing form, duly executed by Borrower; and (n) an initial field examination of Borrower’s Books and the Collateral; and (o) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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:following (except as otherwise provided): (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) 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 to which it is Documents; (c) the Pricing Addendum; (d) a party, and financing statement (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyForm UCC-1); (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performable; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (g) agreement to furnish insurance; (hf) payment of the fees and Bank Expenses then due specified in Section 2.5; (ig) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jh) 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; (ki) current Compliance Certificate in accordance with Section 6.2; (j) a Warrant in form and substance satisfactory to Bank; (k) a Collateral Information Certificate; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012an Automatic Loan Payment Authorization; (m) a Collateral Information Certificatean agreement, duly executed by Borrower and each third party in possession of Borrower’s assets, including but not limited to: (i) a Collateral Information Certificate, duly executed by PerformableNotice of Security Interest regarding Borrower’s inventory held with FedEx (Tennessee); (ii) an inventory holder’s acknowledgment regarding Borrower’s inventory held with Technical Transportation Inc. (Tennessee); (n) a landlord waiver duly executed by the landlord of each location at which Borrower leases real property, including but not limited to (i) a landlord waiver duly executed by the landlord (10398 Pacific Center Court, San Diego, CA), provided that such fully executed agreement may be delivered to Bank within 30 days after the Closing Date; (ii) a landlord waiver duly executed by the landlord (20 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, NJ); (o) evidence satisfactory to Bank that Borrower received, prior to June 30, 2013, net cash proceeds in an Automatic Debit Authorizationamount equal to at least Twenty Five Million Dollars ($25,000,000); (p) a Subordination Agreement, duly executed by BorrowerTriplePoint Capital LLC (“TriplePoint”); and (oq) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank Lenders to make the initial Credit Extension is subject to the condition precedent that Bank Agent, and Lenders where necessary, shall have received, in form and substance satisfactory to BankAgent and Lenders, the following: (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrowera promissory note for each Lender that requests one; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and in the other Loan Documents to which it is a party, and form of Exhibit G attached hereto; (iid) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyUCC National Form Financing Statement; (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performableintellectual property security agreements; (f) a Warrant in form such landlord and substance satisfactory to Bank, duly executed bailee waivers as requested by BorrowerAgent; (g) agreement to furnish insurancecopies of insurance certificates evidencing the insurance coverage required under Section 6.4 hereof and the insurance endorsements required by such Section; (h) payment of the fees and Bank Lender Expenses then due as 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) current financial statements, including draft audited statements for Borrower’s most recently fiscal year ended fiscal yearDecember 31, 2019, together with an unqualified opinion, company prepared consolidated and and, if prepared by Borrower, consolidating financials, 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 Agent may reasonably request; (k) current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012perfection certificate; (m) a Collateral Information Certificatesubject to Section 4.2, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performablesecurities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Agent; (n) an Automatic Debit AuthorizationAuthorization in the form of Exhibit H attached hereto; (o) Agent shall have been provided the opportunity to inspect Borrower’s Books and to make copies thereof and to check, duly executed by test, and appraise the Collateral in order to verify Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral; (p) a payoff letter from Comerica Bank in respect of the Existing Indebtedness; (q) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (r) a fee letter between Agent and Borrower and payment of the fees specified therein; and (os) such other documents, instruments documents or certificates, and completion of such other matters, as Bank Agent or any Lender may reasonably deem necessary request, including, without limitation, any such documents or appropriatecertificates required in connection with customary “know your customer” requirements, USA Patriot Act, and beneficial ownership regulations.

Conditions Precedent to Initial Credit Extension. The obligation of Bank 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:following (except as otherwise provided): (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) 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 to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyDocuments; (ec) UCC National a financing statement (Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to PerformableUCC-1); (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (gd) agreement to furnish insurance; (he) payment of the fees and Bank Lender Expenses then due specified in Section 2.5; (if) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jg) 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 Lender may reasonably request; (kh) 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 Borrowing Base Certificate in accordance with Section 6.2 for landlord waiver duly executed by the period ending February 29landlord of each location at which Borrower leases real property including Borrower’s San Diego, 2012California 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) a Collateral Information Certificateevidence satisfactory to Lender that Borrower received, duly executed by Borrower and a Collateral Information Certificateprior to June 30, duly executed by Performable2013, net cash proceeds in an amount equal to at least Twenty Five Million Dollars ($25,000,000); (n) an Automatic Debit Authorizationa Subordination Agreement, duly executed by BorrowerComerica Bank; and (o) such other documents, instruments documents or certificates, and completion of such other matters, as Bank Lender may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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) a certificate of the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, and Agreement; (iic) UCC National Form Financing Statement; (d) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyintellectual property security agreement; (e) UCC National Form Financing Statement Amendment with respect a warrant to Borrower and UCC National Form Financing Statement with respect to Performablepurchase common stock of Borrower; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrowerthe Guaranty; (g) agreement receipt of a payoff letter from AvidBank concerning outstanding Indebtedness of Borrower due to furnish insurancesuch bank; and evidence satisfactory to Bank in its sole determination that any Lien securing obligations of Borrower to AvidBank (or any successor thereto) will be terminated, concurrently with the making of the initial Credit Extension; (h) certificate(s) of insurance naming Bank as loss payee and additional insured; (i) 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 Collateral2.5 hereof; (j) current financial statements, including audited statements for of 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; (k) current Compliance Certificate in accordance with Section 6.2delivery of the share certificates representing the Shares and stock powers held by Borrower; (l) a Borrowing Base Certificate in accordance deposit account control agreement satisfactory to Bank with Section 6.2 for the period ending February 29, 2012respect to each of Borrower’s accounts not with Bank; (m) a Collateral Information Certificatean audit of the Collateral, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performablethe results of which shall be satisfactory to Bank; (n) an Automatic Debit Authorization, duly executed by Borrowerestablishment of the Bancontrol Account and lockbox arrangements; and (o) such other documents, instruments or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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, duly executed Agreement and the other Loan Documents required by BorrowerBank; (b) the Pricing Addendum, duly executed by Borroweran intellectual property security agreement; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) 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 to which it is Documents; (d) the Itemization of Amount Financed Disbursement Instructions signed by a party, and (ii) an officer’s certificate Responsible Officer of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyBorrower; (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performable; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (g) agreement to furnish insurance; (hf) payment of the fees and Bank Expenses then due as specified in Section 2.5; (ig) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jh) 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; (ki) current Compliance Certificate in accordance with Section 6.2; (j) a Warrant in form and substance reasonably satisfactory to Bank; (k) to the extent required by Bank (i) a landlord waiver in form satisfactory to Bank, duly executed by the landlord at each location at which Borrower leases real property other than any location that satisfies the exclusion set forth in Section 6.10, and (ii) a bailee waiver or other similar agreement, in form reasonably satisfactory to Bank, duly executed by any Person maintaining Borrower’s assets, to the extent required by Section 6.10; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012an Automatic Loan Payment Authorization; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (n) an Automatic Debit Authorization, duly executed by Borrowerevidence satisfactory to Bank that Borrower shall have achieved Eligible Monthly Recurring Revenue as of the most recent month-end prior to the Restatement Date of not less than $5,400,000; and (o) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) 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 to which it is a party, and Agreement; (iic) an officer’s certificate UCC National Form Financing Statement; (d) evidence of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyinsurance; (e) UCC National Form Financing Statement Amendment the certificate for the Shares, together with respect to Borrower and UCC National Form Financing Statement with respect to PerformableAssignment(s) Separate from Certificate, duly executed in blank; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (g) agreement to furnish insurance; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (ig) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jh) 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; (ki) current Compliance Certificate in accordance with Section 6.2; (j) a Warrant in form and substance satisfactory to Bank; (k) a Perfection Certificate; (l) a Borrowing Base Certificate in accordance Subject to Section 6.6, deposit account control agreements with Section 6.2 for the period ending February 29, 2012respect to any accounts permitted hereunder to be maintained outside Bank; (m) a Collateral Information CertificateLessor’s Acknowledgment and Subordination with respect to each of Borrower’s leased locations, duly executed by Borrower and a Collateral Information Certificate, duly executed by PerformableBailee Waiver with respect to each third-party location where Borrower maintains any Material Collateral; (n) a Post Closing Letter; (o) an Automatic Debit Authorization, duly executed by Borrower; and (op) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) 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 to which it is a party, and Agreement; (iic) UCC National Form Financing Statement; (d) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyintellectual property security agreement; (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performableevidence of insurance; (f) a Warrant in form and substance satisfactory to Bankthe certificate for the Shares, together with Assignments Separate from Certificate, duly executed by Borrowerin blank; (g) agreement to furnish insurance; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (ih) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (ji) 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 month ended month September 30, 2014 in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (kj) current Compliance Certificate in accordance with Section 6.26.2 (in either original or electronic format); (k) a Warrant in form and substance satisfactory to Bank; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012Perfection Certificate; (m) a Collateral Information Certificatesubject to Section 6.6, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performablesecurities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (n) a Lessor’s Acknowledgment and Subordination with respect to each of Borrower’s leased locations other than 79 ▇.▇. ▇▇▇▇▇▇▇▇▇ Drive, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, P.O. Box 14188, Research ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ and provided that the Lessor’s Acknowledgment and Subordination with respect to Borrower’s leased location at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ shall be delivered to Bank within thirty (30) days of the Closing Date; (o) an Automatic Debit Authorization, duly executed by Borrower; and (op) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) 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 to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a party; (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performable; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (g) agreement to furnish insurance; (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) 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; (k) current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (n) an Automatic Debit Authorization, duly executed by Borrower; and (o) such other documents, instruments or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.. April 4, 2012

Conditions Precedent to Initial Credit Extension. 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 Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement Agreement; (c) financing statements (Form UCC-1) for Borrower and the other Loan Documents each of its domestic Subsidiaries; (d) agreement to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyprovide insurance from Borrower; (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performable; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (g) agreement to furnish insurance; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (if) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jg) an audit of the Collateral, the results of which shall be satisfactory to Bank; (h) 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; (ki) current Compliance Certificate in accordance with Section 6.2; (j) a Warrant in form and substance satisfactory to Bank; (k) Guaranties from each of Borrower’s domestic Subsidiaries; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012Security Agreement from each of Borrower’s domestic Subsidiaries; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performablean agreement to provide insurance from each of Borrower’s domestic Subsidiaries; (n) an Automatic Debit Authorizationofficer’s certificate of each of Borrower’s domestic Subsidiaries with respect to incumbency and resolutions authorizing the execution and delivery of a Guaranty and a Security Agreement; (o) a payoff letter from each creditor whose loans to Borrower are being paid off with the proceeds of the Term Loan; (p) if the Shares are certificated, certificate(s) for the Shares, together with two instruments of assignment for each Share, duly executed in blank by Borrower; (q) a control agreement, in form and substance reasonably acceptable to Bank, governing the accounts maintained by Borrower at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; and (or) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) 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 to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyAgreement; (ec) UCC National Form Financing Statement Amendment with respect to Borrower and a UCC National Form Financing Statement with respect to Performable; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (gd) an intellectual property security agreement from Borrower; (e) agreement to furnish insurance; (hf) payment of the fees and Bank Expenses then due specified in Section 2.5; (ig) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jh) an audit of the Collateral, the results of which shall be satisfactory to Bank; (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; (kj) current Compliance Certificate in accordance with Section 6.2; (k) a Perfection Certificate; (l) a Borrowing Base Certificate in accordance Subject to Section 6.6, securities and/or deposit account control agreements with Section 6.2 for the period ending February 29, 2012respect to any accounts permitted hereunder to be maintained outside Bank; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performablean Automatic Debit Authorization; (n) an Automatic Debit Authorizationa payoff letter from PacWest in respect of the Existing Indebtedness; (o) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, duly executed by Borrowerincluding without limitation any financing statements and/or control agreements, have or will concurrently with the initial Credit Extension, be terminated; and (op) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s 's certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, and Agreement; (iic) an officer’s certificate UCC National Form Financing Statement; (d) evidence of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyinsurance; (e) UCC National Form Financing Statement Amendment the certificate for the Shares, together with respect to Borrower and UCC National Form Financing Statement with respect to PerformableAssignment(s) Separate from Certificate, duly executed in blank; (f) a Warrant payoff letter from the Existing Lenders in form and substance satisfactory to Bank, duly executed by Borrowerrespect of the Existing Indebtedness; (g) agreement to furnish insuranceevidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the Term Loan, be terminated; (h) payment of the fees and Bank Expenses then due specified in Section 2.52.5(e); (i) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (j) current financial statements, including audited statements for Borrower’s 's most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating (if any) 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; (k) current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate Warrant for shares of Borrower, in accordance with Section 6.2 for the period ending February 29, 2012form and substance satisfactory to Bank; (m) a Collateral Information Perfection Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (n) Subject to Section 6.6, deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (o) a Lessor's Acknowledgment and Subordination with respect to each of Borrower's leased locations, and a Bailee Waiver with respect to each third-party location where Borrower maintains any Material Collateral; (p) [Intentionally omitted;] (q) an Automatic Debit Authorization; (r) an audit of the Collateral, duly executed by Borrowerthe results of which must be satisfactory to Bank; and (os) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) 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 to which it is Agreement; (c) a party, and financing statement (iiForm UCC-1) naming Borrower as debtor; (d) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyintellectual property security agreement; (e) UCC National Form Financing Statement Amendment a Subordination Agreement duly executed by ▇▇▇▇▇▇▇▇ ▇▇▇, together with respect to Borrower and UCC National Form Financing Statement copies of the subordinated notes with respect to Performablelegends; (f) a Warrant in form and substance satisfactory to payoff letter from Bridge Bank, duly executed by Borrower; (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 location, 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; (ij) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jk) 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; (km) a current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012; (mn) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (no) an Automatic Debit Authorization, duly executed by Borrower; and (op) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) 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 to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyAgreement; (ec) the Schedule; (d) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to PerformableStatement; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (ge) agreement to furnish insurance; (f) the Pricing Addendum; (g) a payoff letter from Oxford in respect of the Existing Indebtedness; (h) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (i) payment of the fees and Bank Expenses then due specified in Section 2.5; (ij) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jk) 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 month ended month in accordance with Section 6.2July 31, 2011, and such other updated financial information as Bank may reasonably request; (kl) current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (n) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; [ * ] = 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. (o) an Automatic Debit Authorization, duly executed by Borrower; and (op) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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: (ai) this Agreement, duly executed by BorrowerAgreement and the other Loan Documents; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (iii) an officer’s certificate of Borrower and each Guarantor with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement Agreement, which certificate shall attach the following documents or state that no change in the documents described in clause (A) below has occurred since the Closing Date: (A) 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 other Loan Documents to which it is extent applicable, certified as of a partyrecent date by the appropriate governmental official, each dated as of the Second Amendment and Restatement Effective Date or a recent date prior thereto and (iiB) an officer’s a certificate of Performable with respect the Secretary of State or such other relevant office of such jurisdiction of formation or incorporation, dated as of a recent date, as to incumbency and resolutions authorizing the execution and delivery good standing of, and, if generally available in the applicable jurisdiction, the payment of the Guaranty Documents and other taxes by, each Loan Documents to which it is a partyParty; (eiii) UCC National Form Financing Statement Amendment with respect to Statements for Borrower and UCC National Form Financing Statement with respect to Performableeach Guarantor; (fiv) a Warrant Copyright Security Agreement or Copyright Security Agreement Supplement, listing all Collateral in form which any Loan Party has a copyrightable interest (as listed in the Perfection Certificate) and substance satisfactory to Bank, duly executed by Borrowera Trademark Security Agreement for each trademark in which any Loan Party has an interest (as listed in the Perfection Certificate); (g) agreement to furnish insurance; (hv) payment of fees, including, without limitation, the fees Upfront Fee, and Bank Expenses then due specified in Section 2.5; (ivi) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jvii) current financial statementsschedules of the Loan Parties’ accounts receivables and accounts payable as of January 31, 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 6.22025, and such other updated financial information as Bank may reasonably request; (kviii) current Compliance Certificate in accordance with Section 6.29.2; (lix) a Borrowing Base Certificate perfection certificate in accordance with Section 6.2 for form and substance satisfactory to Bank (the period ending February 29, 2012; (m) a Collateral Information “Perfection Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (n) an Automatic Debit Authorization, duly executed by Borrower”); and (ox) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate. (b) 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 or the transactions contemplated hereunder or thereunder; (c) As of the Second Amendment and Restatement Effective Date, Borrower is in compliance in all material respects with all environmental health and safety laws, rules and regulations.

Conditions Precedent to Initial Credit Extension. 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 Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) 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 to which it is Agreement; (c) a party, and financing statement (iiForm UCC-1) naming Borrower as debtor; (d) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyintellectual property security agreement; (e) UCC National Form Financing Statement Amendment with respect agreement to Borrower and UCC National Form Financing Statement with respect to Performablefurnish insurance; (f) a Warrant in form and substance satisfactory to Bankthe TriplePoint Intercreditor Agreement, duly together with fully executed by Borrowercopies of the TriplePoint Loan Documents; (g) agreement to furnish insurancea copy of the Note and Warrant Purchase Agreement, together with copies of all Notes (as defined in the Note and Warrant Purchase Agreement) executed in connection with the Note and Warrant Purchase Agreement on or before the Closing Date; (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) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinionopinion (including no going concern comment or qualification other than a going concern comment or qualification related solely to Borrower not having sufficient cash to support twelve (12) months of operation), 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; (k) current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012;an Automatic Loan Payment Authorization; and (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (n) an Automatic Debit Authorization, duly executed by Borrower; and (o) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriaterequest.

Conditions Precedent to Initial Credit Extension. 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:following (except as otherwise provided): (a) this Agreement, duly executed by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) 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 to which it is Documents; (c) the Pricing Addendum; (d) a party, and financing statement (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyForm UCC-1); (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performable; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (g) agreement to furnish insurance; (hf) payment of the fees and Bank Expenses then due specified in Section 2.5; (ig) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jh) 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; (ki) current Compliance Certificate in accordance with Section 6.2; (j) a Warrant in form and substance satisfactory to Bank; (k) a Collateral Information Certificate; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012an Automatic Loan Payment Authorization; (m) a Collateral Information Certificatean agreement, duly executed by Borrower and each third party in possession of Borrower’s assets, including but not limited to: (i) a Collateral Information Certificate, duly executed by PerformableNotice of Security Interest regarding Borrower’s inventory held with FedEx (Tennessee); (ii) an inventory holder’s acknowledgment regarding Borrower’s inventory held with Technical Transportation Inc. (Tennessee); (n) a landlord waiver duly executed by the landlord of each location at which Borrower leases real property, including but not limited to (i) a landlord waiver duly executed by the landlord (10398 Pacific Center Court, San Diego, CA), provided that such fully executed agreement may be delivered to Bank within 30 days after the Closing Date; (ii) a landlord waiver duly executed by the landlord (20 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇); (o) evidence satisfactory to Bank that Borrower received, prior to June 30, 2013, net cash proceeds in an Automatic Debit Authorizationamount equal to at least Twenty Five Million Dollars ($25,000,000); (p) a Subordination Agreement, duly executed by BorrowerTriplePoint Capital LLC (“TriplePoint”); and (oq) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. The obligation of Bank Lenders’ agreement to make its pro rata portion of the initial Credit Extension Closing Date Term Loan Advance is subject to the condition precedent that Bank Agent shall have received, in form and substance satisfactory to Bankthe Lenders, such documents and completion of such other matters, as the Lenders may reasonably deem necessary or appropriate, including, without limitation, subject to the condition precedent that Agent shall have received in form and substance satisfactory to the Lenders the following: (a) this Agreement; (b) a certificate of the Secretary of Borrower with respect to articles, duly executed by-laws, incumbency, specimen signature and corporate resolutions authorizing the execution, delivery and performance of this Agreement; (c) a certificate of the Secretary of Guarantor with respect to articles, by-laws, incumbency, specimen signature and corporate resolutions authorizing the execution, delivery and performance of the Guaranty Agreement; (d) Perfection Certificate by Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) 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 to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a party; (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to PerformableNote in favor of GEBFS; (f) a Warrant in form and substance satisfactory to Bank, duly executed by BorrowerGuaranty Agreement; (g) agreement Intercreditor Agreement between the Lenders; (h) Warrants to furnish Purchase Stock; (i) Financing statement (Forms UCC-1); (j) Control Agreements (SVB and other financial institutions); (k) Disbursement Letter; (l) Original Loan Agreement Amendment Letter; (m) EPS Setup Form; (n) Certificates evidencing Borrower’s equity ownership of NeoRx together with an assignment executed in blank; (o) Evidence of insurance; (hp) UCC financing statement, tax lien and judgments searches in such jurisdictions required by the Lenders; (q) payment of the fees and Bank Agent Expenses and Lenders’ Expenses then due specified in Section 2.52.4 hereof; (i) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (j) 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; (k) current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (n) an Automatic Debit Authorization, duly executed by Borrower; and (o) such other documents, instruments or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 Agreement and the other Loan Documents required by BorrowerBank; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents Documents; (c) financing statements (Form UCC-1) and other filings as Bank determines are necessary to which it is a party, and perfect all security interests granted to Bank by each Borrower; (iid) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyintellectual property security agreement, executed by each Borrower; (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performablethe Itemization of Amount Financed Disbursement Instructions signed by a Responsible Officer of Borrower; (f) a Warrant in form and substance satisfactory an agreement to Bankfurnish insurance, duly executed by each Borrower; (g) a subordination agreement from Ampersand 2018 Limited Partnership, a Delaware limited partnership and 1315 Capital II, L.P., a Delaware limited partnership, together with (i) a copy of each subordinated promissory note by the applicable Borrower(s) payable to furnish insurancesuch Person, with legend and (ii) copies of all documents executed in connection with such Borrower’s financing with such Person; (h) payment of the fees and Bank Expenses then due as specified in Section 2.52.4 hereof; (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 audited statements for BorrowerParent’s and its consolidated Subsidiaries’’ most recently ended fiscal year, together with an unqualified opinionopinion from the Borrowers’ independent public accountants, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.26.2 hereof, and such other updated financial information as Bank may reasonably request; (kl) a current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012hereof; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable;an Automatic Loan Payment Authorization; and (n) an Automatic Debit Authorizationa Consent to Electronic Delivery of Terms and Conditions, ESign Disclosure and Consent, duly executed consented to by BorrowerBorrower and authorized signers; and (o) and such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 each Borrower; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is Documents; (c) the Pricing Addendum, duly executed by each Borrower; (d) a party, and financing statement (iiForm UCC-1) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyfor each Borrower; (e) UCC National Form Financing Statement Amendment the certificate for the Shares, together with respect to Borrower and UCC National Form Financing Statement with respect to PerformableAssignment(s) Separate from Certificate, duly executed in blank; (f) a Warrant in form and substance satisfactory agreement to Bankfurnish insurance, duly executed by each Borrower; (g) agreement to furnish insurance; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (ih) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (ji) current financial statements, including audited company prepared financial statements for Borrower’s Borrowers’ most recently ended fiscal year, together with an unqualified opinion, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (kj) current Compliance Certificate in accordance with Section 6.2; (k) a Warrant in form and substance satisfactory to Bank, duly executed by Parent; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29Collateral Information Certificates, 2012duly executed by each Borrower; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by PerformableAccess Agreements for each location where Eligible Inventory may be located (other than HTO Inventory); (n) securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (o) an Automatic Debit Loan Payment Authorization, duly executed by Borrower; and (op) such other documents, instruments or and certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) 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 Documents; (c) the Pricing Addendum; (d) financing statements (Form UCC-1) listing Borrower and each Material Domestic Subsidiary as debtor; (e) an agreement to which it is furnish insurance from Borrower and each Material Domestic Subsidiary; (f) the certificate(s) for the Shares, together with two (2) original instruments of assignment with respect to each certificate evidencing the Shares, duly executed in blank by Borrower; (g) a party, and guaranty from each Material Domestic Subsidiary; (iih) a security agreement from each Material Domestic Subsidiary; (i) a judicial reference letter from each Material Domestic Subsidiary; (j) an officer’s certificate of Performable each Material Domestic Subsidiary with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyexecuted by such Material Domestic Subsidiary; (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performable; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (g) agreement to furnish insurance; (hk) payment of the fees and Bank Expenses then due specified in Section 2.5; (il) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jm) an audit of the Collateral, the results of which shall be satisfactory to Bank (the “Initial Audit”); (n) a payoff letter from Silicon Valley Bank; (o) 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; (kp) current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012; (mq) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (nr) an Automatic Debit Loan Payment Authorization, duly ; (s) a subordination agreement executed by BorrowerAdept Technology Holdings, Inc.; and (ot) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) 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 to which it is Documents; (c) the Pricing Addendum; (d) a party, and financing statement (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyForm UCC-1); (e) UCC National Form Financing Statement Amendment with respect to Borrower and UCC National Form Financing Statement with respect to Performablean intellectual property security agreement; (f) a Warrant in form Executed Eighth Amendment to Convertible Secured Subordinated Note Purchase Agreement, that subordinates all current and substance satisfactory future debt under the Note Purchase Agreement to the Bank, duly executed by Borrower; (g) $5,000,000 standby letter of credit issued by UBS AG in favor of Bank as beneficiary (the “UBS SBLC”); (h) agreement to furnish insurance; (hi) payment of the fees and Bank Expenses then due specified in Section 2.5; (ij) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jk) 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; (kl) current Compliance Certificate in accordance with Section 6.2; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performableassignment documentation respecting the loan from the Borrower’s current lender; (n) an Automatic Debit Loan Payment Authorization, duly executed by Borrower; and (o) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s a certificate of the Secretary of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, and Agreement; (iic) UCC National Form Financing Statements; (d) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyintellectual property security agreement; (e) UCC National Form Financing Statement Amendment with respect warrant to Borrower and UCC National Form Financing Statement with respect to Performablepurchase stock issued by Parent (the “Warrant”); (f) a Warrant in form certificate(s) of insurance naming Bank as loss payee and substance satisfactory to Bank, duly executed by Borroweradditional insured; (g) agreement to furnish insurance; (h) payment of the fees and Bank Expenses then due specified in Section 2.52.5 hereof; (h) current financial statements of Borrowers; (i) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens delivery of record in the Collateralshare certificates representing the Shares and stock powers held by Borrower; (j) current financial statementsunconditional guarantees duly executed by each Active Subsidiary, including audited statements for Borrower’s most recently ended fiscal yearalong with a certificate of the Secretary of each guarantor with respect to its formation documents, together with an unqualified opinion, company prepared consolidated incumbency and consolidating balance sheets authorization of the execution and income statements for the most recently ended month in accordance with Section 6.2, and delivery of such other updated financial information as Bank may reasonably requestguaranty; (k) current Compliance Certificate in accordance confirmation of payoff (and/or conversion) of outstanding Indebtedness with Section 6.2respect 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 Borrowing Base Certificate Borrower will be terminated or subordinated to the Lien of Bank, in accordance a form satisfactory to Bank (including with Section 6.2 for respect to the period ending February 29Lien in favor Partizipant, 2012LLC); (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performableestablishment of the Bancontrol Account; (n) an Automatic Debit Authorization, duly executed by Borrowera 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 (op) such other documents, instruments or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) 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 to which it is Agreement; (c) a party, and financing statement; (iid) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyintellectual property security agreement; (e) UCC National Form Financing Statement Amendment Unconditional Guaranties and incumbency certificates, with respect resolutions to Borrower guarantee, and UCC National Form Financing Statement with respect to Performablein the case of Parent, grant a security interest in collateral, from Parent, RadView Software (UK) Ltd., and RadView Software GmbH; (f) a Warrant in form third party security agreement, intellectual property security agreement, share pledge agreement and substance satisfactory stock powers (with respect to Bankshares of stock of Borrower), duly executed by Borrowerand subordination agreement from Parent; (g) evidence of termination of Parent’s debenture in favor of Bank Hapoalim, evidence of cancellation and termination of any registered pledge against Parent in favor of Bank Hapoalim, and requisite consents from the Investment Center of the Israeli Ministry of Industry and Trade; (h) Share certificates evidencing 100% of outstanding stock of Borrower; (i) agreement to furnish provide insurance; (hj) payment of the fees and Bank Expenses then due specified in Section 2.5; (ik) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jl) an audit of the Collateral, the results of which shall be satisfactory to Bank; (m) current financial statements, including audited statements for BorrowerParent’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; (kn) current Compliance Certificate in accordance with Section 6.2; (lo) a Borrowing Base Certificate Warrant to purchase Parent’s ordinary shares in accordance with Section 6.2 for the period ending February 29, 2012; (m) a Collateral Information Certificate, duly executed by Borrower form and a Collateral Information Certificate, duly executed by Performable; (n) an Automatic Debit Authorization, duly executed by Borrowersubstance satisfactory to Bank; and (op) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s 's certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is Agreement; (c) a party, and financing statement (iiForm UCC-1); (d) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyintellectual property security agreement; (e) UCC National Form Financing Statement Amendment with respect agreement to Borrower and UCC National Form Financing Statement with respect to Performableprovide insurance; (f) a Warrant in form and substance satisfactory to Bank, duly executed by Borrower; (g) agreement to furnish insurance; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (ig) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jh) current financial statements, including audited statements for Borrower’s '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; (k) current Compliance Certificate in accordance with Section 6.2; (i) an appraisal of (i) the equipment to be purchased by Borrower with the proceeds of the Bonds and (ii) all other Equipment of Borrower, reflecting an aggregate orderly liquidation value of at least $3,500,000 (or, if such appraisal reflects an aggregate orderly liquidation value of less than $3,500,000, Borrower's compliance with Section 6.7(c)).; (j) a guarantee executed and delivered by Guarantor; (k) a pledge agreement executed and delivered by Guarantor pursuant to which Guarantor pledges all of its ownership interest in Borrower and 65% of its ownership interest in Priority Fulfillment Services of Canada, Inc.; (l) an officer's certificate of Guarantor with respect to incumbency and resolutions authorizing the execution and delivery of the Loan Documents to which Guarantor is a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012party; (m) a Collateral Information Certificate, subordination agreements duly executed and delivered by Borrower and a Collateral Information Certificate, duly executed by Performable; (n) an Automatic Debit Authorization, duly executed by Borrower; and (o) such other documents, instruments or certificates, and completion each of such other matters, as Bank may reasonably deem necessary or appropriate.IBM Credit Corporation,

Conditions Precedent to Initial Credit Extension. 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: (a1) this AgreementAgreement and the other Loan Documents, duly executed by Borrowereach Borrower and each other party thereto; (b2) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s a certificate of the Secretary (or Members, as applicable) of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other respective Loan Documents to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyDocuments; (e3) evidence of existence, good standing, and qualification to conduct business of each Loan Party; (4) UCC National Form Financing Statement Amendment Statements with respect to Borrower and UCC National Form Financing Statement with respect to Performableeach Borrower; (f5) a Warrant in form and substance satisfactory to Bankthe Pricing Addendum, duly executed by each Borrower; (g6) agreement to furnish insurancethe extent certificated, the certificate(s) representing the equity interests of any Loan Party owned by any other Loan Party, together with Assignment(s) Separate from Certificate, duly executed by in blank; (h) payment of the fees and Bank Expenses then due specified in Section 2.5; (i7) current SOS Reports Secretary of State reports indicating that except for Permitted LiensEncumbrances, there are no other security interests or Liens of record in the Collateral; (j8) evidence that all educational institutions owned by Borrowers are accredited and certified to participate in Title IV, United States Code, programs; (9) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion, agreement to furnish insurance; (10) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof; (11) company prepared consolidated cash balance and consolidating balance sheets and income statements deferred revenue report for the most recently ended month in accordance with Section 6.24.3, and such other updated financial information as Bank may reasonably request; (k12) current Compliance Certificate in accordance with Section 6.24.3; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012; (m) a Collateral Information Certificate, duly executed by Borrower and a Collateral Information Certificate, duly executed by Performable; (n13) an Automatic Debit Authorizationaudit of the Collateral, duly executed by Borrowerthe results of which shall be satisfactory to Bank; and (o14) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Conditions Precedent to Initial Credit Extension. 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 the Original Loan Agreement, duly executed by Borrowerthe Subordination Agreement and the Personal Guaranty; (b) the Pricing Addendum, duly executed by Borrower; (c) an Unconditional Guaranty and Third Party Security Agreement, each duly executed by Performable; (d) (i) an officer’s certificate of Borrower each Obligor party to the Original Loan Agreement with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party, and (ii) an officer’s certificate of Performable with respect to incumbency and resolutions authorizing the execution and delivery of the Guaranty Documents and other Loan Documents to which it is a partyAgreement; (ec) UCC National Form Financing Statement Amendment with respect to Borrower and a UCC National Form Financing Statement with respect to Performableeach Obligor party to the Original Loan Agreement; (fd) a Warrant in form and substance satisfactory to Bank, duly executed by Borroweran intellectual property security agreement from B▇▇▇▇▇▇▇; (ge) agreement to furnish insurance; (hf) payment of the fees and Bank Expenses then due specified in Section 2.5; (ig) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (jh) current financial statements, including audited statements for BorrowerB▇▇▇▇▇▇▇’s most recently ended fiscal year, together with an opinion which is unqualified opinionor otherwise acceptable to Bank, 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; (ki) current Compliance Certificate in accordance with Section 6.2; (j) a Perfection Certificate; (k) subject to Section 6.6, securities and/or deposit account control agreements with respect to any accounts permitted hereunder to be maintained outside Bank; (l) a Borrowing Base Certificate in accordance with Section 6.2 for the period ending February 29, 2012an automatic debit authorization; (m) a Collateral Information Certificatethe Permitted Holder, duly executed by Borrower and a Collateral Information Certificatedirectly or indirectly, duly executed by Performableshall have made the Venerable Closing Contribution, which shall contribute not less than $2,000,000 of cash to Borrower’s balance sheet; (n) an Automatic Debit Authorization, duly executed by a completed Borrowing Base Certificate; (o) unrestricted Cash on Borrower’s balance sheet of at least $2,500,000; and (op) such other documents, instruments documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.