Common use of Agreements; Actions Clause in Contracts

Agreements; Actions. (a) Except for the Transaction Documents and as disclosed on Section 2.10(a) of the Disclosure Schedule, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000; (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (ii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iii) indemnification by the Company with respect to infringements of proprietary rights. (b) Except as disclosed in the PPM and as disclosed on Section 2.10(b) of the Disclosure Schedule, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 or in excess of $25,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of this Section 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such Section. (c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person. (d) Except as disclosed in Schedule 2.15, the Company is not in default with respect to any indebtedness, and the Company does not intend to incur any other debts which it will not be able repay as such debts become due. Based on the financial condition of the Company as of the applicable Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Units hereunder representing the Minimum Offering Amount, the Company anticipates being able to continue its business operations for approximately twelve (12) months from the applicable Closing Date. The Company has no Knowledge of any facts or circumstances which lead it to believe that, assuming the sale of the Minimum Offering Amount, it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the applicable Closing Date.

Agreements; Actions. (a) Except for the Transaction Documents and as disclosed on set forth in Section 2.10(a2.12(a) of the Disclosure ScheduleSchedule and except for the Transaction Agreements themselves, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000; , (ii) the exclusive license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (ii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, Company or (iii) indemnification by is otherwise material to the Company with respect to infringements of proprietary rightsCompany’s business. (b) Section 2.12(b) of the Disclosure Schedule sets forth all agreements between the Company and its Subsidiaries, on the one hand, and Parent and its Subsidiaries (other than the Company and its Subsidiaries), on the other hand. (c) Except as disclosed set forth in the PPM and as disclosed on Section 2.10(b2.12(c) of the Disclosure Schedule, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 50,000 or in excess of $25,000 250,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business or sales of obsolete equipment in the ordinary course of business. For the purposes of (a) and (b) of this Section 2.10Subsection 2.12, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such Sectionsubsection. Immediately after the Closing and after taking into account the payment contemplated by Section 4.11, neither the Company nor any of its Subsidiaries will have any indebtedness for borrowed money owed to Parent or any of its Subsidiaries (other than the Company and its Subsidiaries) other than as described in Section 2.12(c) of the Disclosure Schedule. (cd) The Except as set forth in the Disclosure Schedule, the Company is not a guarantor or indemnitor of any indebtedness of any other Person. (d) Except as disclosed in Schedule 2.15, the Company is not in default with respect to any indebtedness, and the Company does not intend to incur any other debts which it will not be able repay as such debts become due. Based on the financial condition of the Company as of the applicable Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Units hereunder representing the Minimum Offering Amount, the Company anticipates being able to continue its business operations for approximately twelve (12) months from the applicable Closing Date. The Company has no Knowledge of any facts or circumstances which lead it to believe that, assuming the sale of the Minimum Offering Amount, it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the applicable Closing Date.

Agreements; Actions. (a) Except for the Transaction Documents Agreements and as disclosed on set forth in Section 2.10(a) of the Disclosure Schedule, there are no agreements, understandings, instruments, contracts contracts, or proposed transactions to which the Company is a party or by which it is bound that involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,00010,000; (ii) the license of any patent, copyright, trademark, trade secret secret, or other proprietary right to or from the Company, ; (iiiii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market market, or sell its products, such products or services; or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights. (b) Except as disclosed set forth in the PPM and as disclosed on Section 2.10(b) of the Disclosure Schedule, the Company has not not: (i) declared or paid any dividends, or authorized or made any distribution distribution, upon or with respect to any class or series of its capital stock, securities; (ii) incurred any indebtedness for money borrowed or incurred any other liabilities either (A) individually in excess of $10,000 or (B) in excess of $25,000 50,000 in the aggregate, ; (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, ; or (iv) sold, exchanged exchanged, or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of subsections (a) and (b) of this Section 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts contracts, and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such Sectionsubsection. (c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person. (d) Except as disclosed The Company has not engaged in Schedule 2.15the past three (3) months in any discussion with any representative of any Person regarding (i) a sale or exclusive license of all or substantially all of the Company’s assets, the Company is not in default with respect to or (ii) any indebtednessmerger, and the Company does not intend to incur any consolidation or other debts which it will not be able repay as such debts become due. Based on the financial condition business combination transaction of the Company as of the applicable Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Units hereunder representing the Minimum Offering Amount, the Company anticipates being able to continue its business operations for approximately twelve (12) months from the applicable Closing Date. The Company has no Knowledge of any facts with or circumstances which lead it to believe that, assuming the sale of the Minimum Offering Amount, it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the applicable Closing Dateinto another Person.

Agreements; Actions. (a) Except for the Transaction Documents and as disclosed on agreements set forth in Section 2.10(a2.12(a) of the Disclosure ScheduleSchedule of Exceptions, or otherwise explicitly contemplated hereby and by the Investors' Rights Agreement, there are no agreements, understandings or proposed transactions between the Company or any of its Subsidiaries and any of its respective officers, directors, affiliates, or any affiliate thereof. (b) Except as set forth in Section 2.12(b) of the Schedule of Exceptions, there are no agreements, understandings, instruments, contracts contracts, proposed transactions, judgments, orders, writs or proposed transactions decrees to which the Company or any of its Subsidiaries is a party or by which it is bound that may involve (i) obligations (contingent or otherwise) of, or payments to, to the Company or any of its Subsidiaries in excess of of, $100,000; 25,000, or (ii) the license of any patent, copyright, trademarktrade secret, trade secret software or other proprietary right to or from the CompanyCompany or any of its Subsidiaries, excluding software used in the ordinary course of the business of the Company or any of its subsidiaries or (iiiii) provisions restricting or affecting the grant development, manufacture or distribution of rights to manufacture, produce, assemble, license, market, the products or sell services of the Company or any of its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its productsSubsidiaries, or (iiiiv) indemnification by the Company or any of its Subsidiaries with respect to infringements of proprietary rights. (bc) Except as disclosed set forth in the PPM and as disclosed on Section 2.10(b2.12(c) of the Disclosure ScheduleSchedule of Exceptions, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 or 25,000 or, in the case of indebtedness and/or liabilities individually less than $25,000, in excess of $25,000 100,000 in the aggregate, (iii) made any loans or advances to any Personperson, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. . (d) For the purposes of this Section 2.10subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person person or entity (including Persons persons or entities the Company has reason to believe are affiliated with each othertherewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such Sectionsubsections. (ce) The Neither the Company nor any of its Subsidiaries is not a guarantor party to, or indemnitor bound by, any contract, agreement or instrument, or subject to any restriction under its certificate of any indebtedness of any other Personincorporation or bylaws that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition. (df) Except as disclosed set forth in Section 2.12(f) of the Schedule 2.15of Exceptions, neither the Company is not nor any of its Subsidiaries has engaged in default the past three (3) months in any discussion (i) with respect to any indebtednessrepresentative of any corporation or corporations regarding the consolidation or merger of it with or into any such corporation or corporations, and (ii) with any corporation, partnership, association or other business entity or any individual regarding the Company does not intend to incur any other debts sale, conveyance or disposition of all or substantially all of its assets or a transaction or series of related transactions in which it will not be able repay as such debts become due. Based on more than fifty percent (50%) of the financial condition voting power of the Company as or any of its Subsidiaries is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of the applicable Closing Date, after giving effect to the receipt by the Company or any of the proceeds from the sale of the Units hereunder representing the Minimum Offering Amount, the Company anticipates being able to continue its business operations for approximately twelve (12) months from the applicable Closing Date. The Company has no Knowledge of any facts or circumstances which lead it to believe that, assuming the sale of the Minimum Offering Amount, it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the applicable Closing DateSubsidiaries.

Agreements; Actions. (a) Except for the Transaction Documents Agreements, and as disclosed set forth on Section 2.10(a) of the Disclosure Schedule, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000; , (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iiiii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rights. (b) Except as disclosed in the PPM and as disclosed on Section 2.10(b) of the Disclosure Schedule, the The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities (other than with respect to distributions, indebtedness or other obligations incurred in the ordinary course of business since June 30, 2009 or as disclosed in the Company Financial Statements (as defined below) or as set forth in Section 2.10(b) of the Disclosure Schedule) individually in excess of $10,000 50,000 or in excess of $25,000 150,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of subsections (b) and (c) of this Section 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such Sectionsubsection. (c) The Company is not a guarantor or indemnitor indernnitor of any indebtedness of any other Person. (d) Except as disclosed in Schedule 2.15, the Company is not in default with respect to any indebtedness, and the Company does not intend to incur any other debts which it will not be able repay as such debts become due. Based on the financial condition of the Company as of the applicable Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Units hereunder representing the Minimum Offering Amount, the Company anticipates being able to continue its business operations for approximately twelve (12) months from the applicable Closing Date. The Company has no Knowledge of any facts or circumstances which lead it to believe that, assuming the sale of the Minimum Offering Amount, it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the applicable Closing Date.

Agreements; Actions. (a) Except for the Transaction Documents Agreements and as disclosed set forth on Section 2.10(a) of the Disclosure Schedule, there are no agreements, (1) agreements or understandings, (2) instruments, (3) contracts or (4) proposed transactions memorialized in an executed term sheet or executed letter of intent to which the Company is a party or by which it is bound that involve (i) payment obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000; 250,000 (other than those agreements, understanding, instruments, contracts or the like disclosed under clauses (ii) through (iv) of this Section 2.10(a)), other than those which were entered into in the license ordinary course of the Company’s business, (ii) licenses of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iiiii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iiiiv) indemnification by the Company not in the ordinary course of business with respect to infringements of proprietary rights. (b) Except as disclosed in the PPM and as disclosed set forth on Section 2.10(b) of the Disclosure Schedule, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities that, under GAAP, would be required to be reflected on a balance sheet but which are not reflected in the December 31, 2020 consolidated balance sheet contained within the Financial Statements (except for liabilities incurred in the ordinary course of business since December 31, 2020), which indebtedness or other liabilities individually are in excess of $10,000 100,000 or are in excess of $25,000 250,000 in the aggregateaggregate (which indebtedness or liabilities are currently outstanding), (iii) made any loans or advances to any Person, other than ordinary advances for travel business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory equipment and materials in the ordinary course of business. For the purposes of this subsection (b) and subsection (c) of this Section 2.10, all (1) indebtedness, (2) liabilities, (3) agreements, (4) understandings, (5) instruments, (6) contracts and (7) proposed transactions memorialized in an executed term sheet or letter of intent involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such Sectionsubsection. (c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person. (d) Except as disclosed in Schedule 2.15, the Company is not in default with respect to any indebtedness, and the Company does not intend to incur any other debts which it will not be able repay as such debts become due. Based on the financial condition of the Company as of the applicable Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Units hereunder representing the Minimum Offering Amount, the Company anticipates being able to continue its business operations for approximately twelve (12) months from the applicable Closing Date. The Company has no Knowledge of any facts or circumstances which lead it to believe that, assuming the sale of the Minimum Offering Amount, it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the applicable Closing Date.

Agreements; Actions. (a) All material definitive agreements, whether oral or written, to which the Company is a party have been filed as an exhibit to the Company’s filings with the SEC (such material definitive agreements, collectively, the “Company Contracts”). (b) The Company has in all material respects performed all obligations required to be performed by it under the Company Contracts and is not in receipt of any claim of default under any Company Contract. The Company has no present expectation or intention of not fully performing any material obligation pursuant to any Company Contract; and the Company has no knowledge of any breach or anticipated breach by any other party to any Company Contract. (c) Except for (x) $6,500 in fees for professional services payable to accountants with regard to the Transaction Documents Company’s audit in connection with the Form 10-K and as disclosed on Section 2.10(apreparation and filing of tax returns, both for the fiscal year ending March 31, 2014 and (y) fees for professional services due to the Company’s counsel in respect of the Disclosure Scheduletransactions contemplated hereunder, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000; 5,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iiiii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iiiiv) indemnification by the Company with respect to infringements Company, or (v) any restrictions on competition or solicitation of proprietary rightsemployees. (bd) Except as disclosed in the PPM and as disclosed on Section 2.10(b) of the Disclosure Schedule, the The Company has not (i) since the distribution declared on July 10, 2009 and paid on August 7, 2009, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 or in excess of $25,000 in the aggregatematerial liabilities, (iii) made any loans or advances to any Personperson, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of (a) and (b) of this Section 2.10Subsection 3.9(d), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person person (including Persons persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such Sectionsubsection. (ce) The Company is not a guarantor or indemnitor of any indebtedness of any other Personperson. (d) Except as disclosed in Schedule 2.15, the Company is not in default with respect to any indebtedness, and the Company does not intend to incur any other debts which it will not be able repay as such debts become due. Based on the financial condition of the Company as of the applicable Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Units hereunder representing the Minimum Offering Amount, the Company anticipates being able to continue its business operations for approximately twelve (12) months from the applicable Closing Date. The Company has no Knowledge of any facts or circumstances which lead it to believe that, assuming the sale of the Minimum Offering Amount, it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the applicable Closing Date.

Agreements; Actions. (a) Except for the Transaction Documents and as disclosed on Section 2.10(a) 3.7 of the Disclosure ScheduleSchedule sets forth as of the date hereof, there are no agreementsall of the currently effective Contracts of the Business of the following types (in each case, understandingsother than purchase orders entered into in the Ordinary Course of Business, instrumentsnone of which are, contracts individually or proposed transactions in the aggregate, material to which the Company Business) (each Contract set forth on Section 3.7 of the Disclosure Schedule and each Contract that is a party or by which it is bound that involve required to be listed on Section 3.7 of the Disclosure Schedule but not so listed, the “Material Contracts”): (i) obligations Personal Property Leases; (contingent ii) Loan agreements, indentures, promissory notes, guaranties, mortgages, pledges, security agreements, deeds of trust or otherwiseother Contracts for borrowing or imposing a Lien on any of the assets of the Business; (iii) ofContracts under which a Seller has made advances or loans to any other Person, except for advances of business expenses of up to $50,000 in the Ordinary Course of Business; (iv) Any executory Contract, bid or payments tooffer to sell products or to provide services to third parties which (A) to the Sellers’ Knowledge, is at a price that would result in a net loss on the Company sale of such products or provision of such services, (B) contains terms or conditions that the Business cannot reasonably be expected to satisfy or fulfill in whole or in part, (C) would permit such third party to seek or recover consequential damages or provides for liquidated damages, (D) does not contain a cap on damages or (E) permits setoff against Affiliates; (v) Contracts under which the Sellers expect to pay in excess of $100,000; (ii) 150,000 during the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (ii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iii) indemnification by the Company with respect to infringements of proprietary rights.current calendar year; (bvi) Except as disclosed in Contracts under which the PPM and as disclosed on Section 2.10(b) of the Disclosure Schedule, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect Sellers expect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually receive in excess of $10,000 50,000 during the current calendar year; (vii) Contracts that are not terminable by a Seller without penalty on less than 30 days’ notice; (viii) Contracts for the licensing, distribution (other than Contracts covered by Section 3.7(a)(xi), purchase, sale or servicing of the Sellers’ products and services; (ix) Contracts relating to any single or series of related capital expenditures by the Sellers pursuant to which a Seller has future financial obligations in excess of $25,000 250,000; (x) Contracts for (A) the sale of any of the business, properties or assets of the Business, in each case other than in the aggregateOrdinary Course of Business, (iiiB) made any loans or advances the grant to any Person, other than ordinary advances for travel expensesPerson of any preferential rights to purchase any of such properties or assets, or (ivC) soldthe acquisition by the Sellers of any operating business, exchanged properties or assets, whether by merger, purchase or sale of stock or assets or otherwise disposed (other than Contracts for the purchase of inventory or supplies entered into in the Ordinary Course of Business); (xi) distributor, manufacturing, supply, development, sales representative, marketing or advertising Contracts, in each case excluding Contracts for Off-the-Shelf Software; (xii) Contracts that grant to any of its assets or rights, Person other than the sale Sellers any (A) exclusive license, supply, distribution or other rights, (B) “most favored nation” rights, (C) rights of its inventory first refusal, rights of first negotiation or similar rights, (D) exclusive rights to purchase any of the Business’s products or services, or (E) royalty, dividend or similar arrangement based on the revenues or profits of the Sellers; (xiii) Contracts for joint ventures, strategic alliances, partnerships or similar arrangements; (xiv) Contracts that purport to (A) limit, curtail or restrict the ability of the Sellers or any of their existing or future Affiliates to compete in the ordinary course any geographical area, market or line of business. For the purposes of this Section 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such Section. (c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person. (d) Except as disclosed in Schedule 2.15, the Company is not in default with respect to any indebtedness, and the Company does not intend to incur any other debts which it will not be able repay as such debts become due. Based on the financial condition of the Company as of the applicable Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Units hereunder representing the Minimum Offering Amount, the Company anticipates being able to continue its business operations for approximately twelve (12) months from the applicable Closing Date. The Company has no Knowledge of any facts or circumstances which lead it to believe that, assuming the sale of the Minimum Offering Amount, it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the applicable Closing Date.,

Agreements; Actions. (a) Except for the Transaction Documents and as disclosed on Section 2.10(a3.9(a) of the Disclosure ScheduleSchedule sets forth, there are no agreementsas of the date hereof, understandings, instruments, contracts or proposed transactions all of the currently effective Contracts of the following types to which the a Company Member is a party or by which it is or any of its properties or assets are otherwise bound that involve (collectively, the “Listed Company Contracts”): (i) obligations Contracts with any current or former officer, member, manager, director, equityholder or Affiliate of any Company Members, including indemnification agreements; (contingent ii) Personal Property Leases and Real Property Leases; (iii) Any loan agreements, indentures, promissory notes, guaranties, mortgages, pledges, security agreements, deeds of trust or otherwiseother Contracts for borrowing or imposing a Lien on any of the assets of any Company Member and any grant, subsidy or financial assistance received by any Company Member; (iv) ofContracts under which a Company Member has made advances or loans to any other Person, or payments to, except for advances of business expenses of up to $20,000 in the Ordinary Course of Business; (v) Contracts under which a Company Member expects to pay in excess of $100,000; 50,000 during the current calendar year; (iivi) Contracts under which a Company Member expects to receive in excess of $50,000 during the current calendar year, excluding General Customer Contracts and Employee Plans; (vii) Contracts that are not terminable by any Company Member without penalty on less than ninety (90) days’ notice, or that will not expire pursuant to their terms during the ninety (90) day period commencing on the date of this Agreement (other than Employee Plans); (viii) Contracts requiring engineering, development or ongoing support work or other service obligations by any Company Member after the date of this Agreement, other than General Customer Contracts; (ix) Contracts for the licensing, distribution (other than Contracts covered by Section 3.9(a)(xii)), purchase, sale or servicing of the Company Members’ products and services, other than General Customer Contracts; (x) Contracts relating to any single or series of related capital expenditures by any Company Member pursuant to which such Company Member has future financial obligations in excess of $50,000; (xi) Contracts for (A) the license sale of any patentof the business, copyrightproperties or assets of any Company Members, trademarkin each case other than in the Ordinary Course of Business, trade secret (B) the grant to any Person of any preferential rights to purchase any of its properties or assets or (C) the acquisition by any US-DOCS\102662145.20 Company Member of any operating business, properties or assets, whether by merger, purchase or sale of stock or assets or otherwise (other than Contracts for the purchase of Inventory or supplies entered into in the Ordinary Course of Business); (xii) distributor, manufacturing, supply, development, sales representative, marketing or advertising Contracts, in each case excluding (A) General Customer Contracts, (B) Contracts for Off-the-Shelf Software and (C) Contracts entered into in the Ordinary Course of Business pursuant to which any Company Member has future financial obligations in amounts less than $50,000; (xiii) Contracts that grant to any Person other than the Company any (A) exclusive license, supply, distribution or other proprietary right rights, (B) “most favored nation” rights, (C) rights of first refusal, rights of first negotiation or similar rights, (D) exclusive rights to purchase any of the Company Members’ products or services, or (E) royalty, dividend or similar arrangement based on the revenues or profits of the Company Member; (xiv) any Contract (other than Employee Plans) that (A) provides for the development of any Intellectual Property by or for the Company Member, (B) provides for the acquisition of any ownership interest by any Company Member in Intellectual Property, (C) provides for the assignment or other transfer of any ownership interest in Intellectual Property by any Company Member to any Person, (D) includes any Intellectual Property License by any Company Member to any Person (excluding Off-the-Shelf Software, Public Software, General Customer Contracts and non-disclosure agreements), (E) includes any Intellectual Property License or any other grant of any right, permission, consent or non-assertion relating to or under any material Intellectual Property by any Person to any Company Member (excluding Off-the-Shelf Software, Public Software, General Customer Contracts and non-disclosure agreements that do not materially differ from the Company, ’s form therefor that has been made available to Buyer); or (iiF) fixed price or fixed volume arrangements (excluding in the grant case of rights this clause (F) General Customer Contracts and Contracts entered into in the Ordinary Course of Business pursuant to manufacture, produce, assemble, license, market, which any Company Member has future financial obligations in amounts less than $50,000); (xv) Contracts (other than Employee Plans) providing for any minimum or sell its products guaranteed payments by any Company Member to any other Person Person; (xvi) Contracts for joint ventures, strategic alliances, partnerships or similar arrangements; (xvii) Contracts that limit purport to (A) limit, curtail or restrict the Company’s exclusive right ability of any Company Member or any of its existing or future Affiliates to develop, manufacture, assemble, distributecompete in any geographical area, market or sell line of business, (B) restrict any Company Member or any of its productsexisting or future Affiliates from selling products or delivering services, (C) restrict any Company Member or any of its existing or future Affiliates from hiring any Persons or (D) otherwise restrict any Company Member or any of its existing or future Affiliates from engaging in any aspect of its business; US-DOCS\102662145.20 (xviii) (A) Contracts for the employment of any individual on a full-time or part-time basis (other than temporary service provider arrangements or Contracts that do not exceed six (6) months in duration) that is not terminable at will without obligation to provide severance pay or similar termination benefits, (B) Contracts with any individual consultant or independent contractor with annual base compensation in excess of $150,000 and that is not terminable upon less than thirty (30) days’ notice without obligation to provide termination pay or similar termination benefits, and (C) Contracts providing for retention, change in control or other similar payments; (xix) Contracts that contain indemnification obligations of any Company Member (excluding General Customer Contracts), and Contracts under which any Company Member has any outstanding obligations or liabilities (whether actual or contingent) under a guarantee, indemnity or other similar agreement or arrangement in respect of the obligations or liabilities of another Person; (xx) Any Contract with any Governmental Authority; (xxi) Contracts for the redemption or purchase of, or (iii) indemnification by otherwise affecting or relating to, the equity interests of the Company Member, including, without limitation, any agreement with respect any equityholder of any Company Member which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (xxii) Membership interest option plans or other equity incentive or equity compensation plans or arrangements; (xxiii) Any collective bargaining agreement or other similar Contract with any labor union or other association or employee representative of a group of employees of a Company Member, and all amendments, addenda, side letter, or supplements thereto. (xxiv) all management agreements, other than Employee Plans, that require any Company Member to infringements make payments of proprietary rights.any cash or other compensation or benefits, including agreements providing for the payment of cash or other compensation or benefits upon the consummation of the transactions contemplated hereby; (xxv) Contracts with any Top Customers or any Top Suppliers, in each case, with a contract value in excess of $50,000 per calendar year; (xxvi) any Contract for the purchase or sale of real property; (xxvii) any Contract providing for material liquidated damages or material penalties on the event of transfer, assignment or default; and (xxviii) any Contract not executed in the Ordinary Course of Business; (b) Except as disclosed Each Listed Company Contract is in full force and effect and is the PPM legal, valid and as disclosed on Section 2.10(b) binding obligation of the Disclosure Scheduleapplicable Company Member and of the other parties thereto, enforceable against each of US-DOCS\102662145.20 them in accordance with its terms and, upon consummation of the transactions contemplated by this Agreement, shall continue in full force and effect without penalty or other adverse consequence. No Company Member is in breach of or default under any Listed Company Contract, nor, to the Knowledge of the Company, is any other party to any Listed Company Contract in breach of or default thereunder, and to the Knowledge of the Company, no event has not (i) declared occurred that with the lapse of time or paid the giving of notice or both would constitute a breach or default by a Company Member or any dividendsother party thereunder. No party to any of the Listed Company Contracts has delivered to any Company Member written notice of, and to the Company’s Knowledge, there has been no written threat of, termination or authorized or made cancellation with respect thereto, and no Company Member has received written notice of, and to the Company’s Knowledge, there has been no written threat of, any distribution upon or significant dispute with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 or in excess of $25,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of this Section 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Listed Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such Section. (c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person. (d) Except as disclosed in Schedule 2.15, the Company is not in default with respect to any indebtedness, and the Company does not intend to incur any other debts which it will not be able repay as such debts become due. Based on the financial condition of the Company as of the applicable Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Units hereunder representing the Minimum Offering Amount, the Company anticipates being able to continue its business operations for approximately twelve (12) months from the applicable Closing DateContract. The Company has no Knowledge made available to Buyer true and correct copies of any facts or circumstances which lead it to believe that, assuming the sale all of the Minimum Offering AmountListed Company Contracts, it will file for reorganization together with all amendments, modifications or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the applicable Closing Datesupplements thereto.

Agreements; Actions. (a) Except for the Transaction Documents and as disclosed on Section 2.10(a3.8(a) of the Disclosure ScheduleSchedule sets forth, there are no agreementsas of the Original Agreement Date, understandings, instruments, contracts or proposed transactions all of the currently effective Contracts of the following types to which the an Acquired Company Member is a party or by which it an Acquired Company Member is bound that involve (in each case, other than purchase orders entered into in the Ordinary Course of Business) (collectively, the “Material Contracts”): (i) Personal Property Leases and Real Property Leases; (ii) Any loan agreements, indentures, promissory notes, guaranties, mortgages, pledges, security agreements, deeds of trust or other Contracts for borrowing or imposing a Lien on any of the assets of any Acquired Company Member; (iii) Contracts under which an Acquired Company Member has made advances or loans to any other Person, except for advances of business expenses of up to $50,000 in the Ordinary Course of Business; (iv) Contracts under which an Acquired Company Member expects to pay in excess of $100,000 during the current calendar year; (v) Contracts under which an Acquired Company Member expects to receive in excess of $100,000 during the current calendar year, other than Contracts entered into in the Ordinary Course of Business; (vi) Contracts that are not terminable by the applicable Acquired Company Member without penalty on less than 90 days’ notice; (vii) Contracts for the licensing, distribution (other than Contracts covered by Section 3.8(a)(x)), purchase, sale or servicing of the Acquired Company Members’ products and services, pursuant to which an Acquired Company member expects to receive in excess of $100,000 for the 12-month period immediately following the Original Agreement Date, other than Contracts entered into in the Ordinary Course of Business; (viii) Contracts relating to any single or series of related capital expenditures by an Acquired Company Member pursuant to which such Acquired Company Member has future financial obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000; ; (iiix) Contracts for (A) the license sale of any patentof the business, copyrightproperties or assets of the Acquired Companies, trademark, trade secret or in each case other proprietary right to or from than in the CompanyOrdinary Course of Business, (iiB) the grant to any Person of any preferential rights to manufacture, produce, assemble, license, market, purchase any of such properties or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, assets or (iiiC) indemnification the acquisition by an Acquired Company Member of any operating business, properties or assets, whether by merger, purchase or sale of stock or assets or otherwise (other than Contracts entered into in the Company with respect to infringements Ordinary Course of proprietary rights.Business); (bx) Except as disclosed distributor, manufacturing, supply, development, sales representative, marketing or advertising Contracts, in the PPM and as disclosed on Section 2.10(b) of the Disclosure Schedule, the Company has not each case excluding (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 or in excess of $25,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of this Section 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such Section. (c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person. (d) Except as disclosed in Schedule 2.15, the Company is not in default with respect to any indebtedness, and the Company does not intend to incur any other debts which it will not be able repay as such debts become due. Based on the financial condition of the Company as of the applicable Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Units hereunder representing the Minimum Offering Amount, the Company anticipates being able to continue its business operations for approximately twelve (12) months from the applicable Closing Date. The Company has no Knowledge of any facts or circumstances which lead it to believe that, assuming the sale of the Minimum Offering Amount, it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the applicable Closing Date.A)

Agreements; Actions. (a) Except for the Transaction Documents Agreements and as disclosed set forth on Section 2.10(a) of the Disclosure Schedule, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve include (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000; [***] (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Companythan employment agreements and offer letters), (ii) the grant to the Company of rights a license to manufactureuse any Intellectual Property of a third party, produceother than (A) shrink-wrap, assembleclick-wrap and off-the shelf software licenses, licenseand other non-exclusive licenses for software, marketsoftware-enabled services or data services that are generally available on standard terms, (B) non-exclusive licenses granted in the ordinary course of business that are incidental to the primary purpose of the agreements in which such licenses are granted and (C) agreements containing confidentiality provisions that would not otherwise be required to set forth pursuant to this clause (ii) but for an express or sell its products implied right therein to use confidential or proprietary information, (iii) any other Person that limit non-competition, non-solicitation or similar restrictions or limitations on the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iiiiv) indemnification by the Company with respect to infringements of proprietary rightsany “most favored nations” provisions. (b) Except as disclosed in the PPM and as disclosed set forth on Section 2.10(b) of the Disclosure Schedule, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stockunits, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 [***] or in excess of $25,000 [***] in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of clauses (a) and (b) of this Section 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such Sectionsubsection. (c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person. (d) Except as disclosed in Schedule 2.15, the Company is not in default with respect to any indebtedness, and the Company does not intend to incur any other debts which it will not be able repay as such debts become due. Based on the financial condition As of the Company as of the applicable Closing DateInitial Closing, after giving effect to the receipt no fees, charges or amounts are outstanding or payable by the Company of under that certain [***] Agreement, [***], by and between [***] and the proceeds from the sale of the Units hereunder representing the Minimum Offering Amount, the Company anticipates being able to continue its business operations for approximately twelve (12) months from the applicable Closing Date. The Company has no Knowledge of any facts or circumstances which lead it to believe that, assuming the sale of the Minimum Offering Amount, it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the applicable Closing DateCompany.

Agreements; Actions. (a) Except for the Transaction Documents Agreements, and except as disclosed on in Section 2.10(a‎5.10‎(a) of the Disclosure Schedule, Schedule there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is Companies are a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company Companies in excess of $100,000; 50,000, (ii) the license of any patent, copyright, trademark, trade secret secret, software or other proprietary right to or from the CompanyCompanies, (iiiii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s Companies’ exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iiiiv) indemnification by the Company Companies with respect to infringements of proprietary rights. (b) Except for the Transaction Agreements, and except as disclosed in the PPM and as disclosed on Section 2.10(b) of the Disclosure Schedule‎5.10‎(b), the Company has Companies have not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $10,000 or in excess of $25,000 100,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of ‎(a) and ‎(b) of this Section 2.10‎5.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such Sectionsection. (c) The Company is Companies are not a guarantor guarantors or indemnitor indemnitors of any indebtedness of any other Person. (d) Except as disclosed in Schedule 2.15, the Company is not in default with respect to any indebtedness, and the Company does not intend to incur any other debts which it will not be able repay as such debts become due. Based on the financial condition of the Company as of the applicable Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Units hereunder representing the Minimum Offering Amount, the Company anticipates being able to continue its business operations for approximately twelve (12) months from the applicable Closing Date. The Company has no Knowledge of any facts or circumstances which lead it to believe that, assuming the sale of the Minimum Offering Amount, it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the applicable Closing Date.