Common use of Changes in Business, Management Clause in Contracts

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) fail to provide notice to Agent and the Lenders of any Key Person departing from or ceasing to be employed by Borrower within five (5) Business Days after such Key Person’s departure from Borrower; (d) permit, allow or suffer to occur any Change in Control; or (e) without at least ten (10) days prior written notice to Agent, (i) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than $250,000.00 in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii) change its jurisdiction of organization, (iii) change its organizational structure or type, (iv) change its legal name, or (v) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 to a bailee, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of business.

Changes in Business, Management. Control, Ownership or Business Locations. . (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) (i) fail to provide notice to Agent and the Lenders Bank of any Key Person departing from or ceasing to be employed by Borrower within five ten (510) Business Days after such Key Person’s his or her departure from Borrower; (d) permit, allow or suffer to occur any Change in Control; or (eii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten thirty (1030) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than One Hundred Thousand Dollars ($250,000.00 100,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($250,000.00 100,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($250,000.00 100,000) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause such bailee to shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank, unless such Collateral is only expected to be at such location for less than 90 days (provided that if any such Collateral is for any reason held at such location for more than 90 days, Borrower shall promptly cause such bailee to then execute and deliver a bailee agreement in form and substance reasonably satisfactory to Bank). The provisions of Notwithstanding anything to the contrary contained in this paragraph do Section 7.2 and without limiting anything contained in this Section 7.2, the Collateral shall be maintained at no more than three (3) bailee locations which are not apply subject to mobile computer or cellphone equipment a bailee agreement in the possession of Borrower’s employees in the ordinary course of businessform and substance reasonably satisfactory to Bank.

Changes in Business, Management. ControlOwnership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) (i) fail to provide notice to Agent and the Lenders Bank of any Key Person departing from or ceasing to be employed by Borrower within five ten (510) Business Days after such Key Person’s departure from Borrower; (d) permit, allow or suffer to occur any Change in Control; or (eii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten (10) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00 250,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000.00) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens)dissolve; (c) at any time prior to the completion of Borrower’s IPO, fail to provide notice to Agent and the Lenders Bank of any Key Person departing from or ceasing to be employed by Borrower within five (5) Business Days days after such Key Person’s departure from Borrower; (d) permit, allow or suffer to occur any Change in ControlControl (for clarity, with respect to an acquisition of Borrower, a Change in Control shall not be deemed to have occurred until the relevant transaction is consummated); or (e) without at least ten (10) days prior written notice to AgentBank, (i) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than $250,000.00 500,000.00 in Borrower’s assets or propertyproperty constituting Collateral (other than mobile equipment such as laptop computers in the possession of Borrower’s employees or agents)) or deliver any portion of the Collateral (other than mobile equipment such as laptop computers in the possession of Borrower’s employees or agents) valued, individually or in the aggregate, in excess of $250,000.00 500,000.00 to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii) change its jurisdiction of organization, (iii) change its organizational structure or type, (iv) change its legal name, or (v) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 500,000.00 of Borrower’s assets or propertyproperty (other than mobile equipment such as laptop computers in the possession of Borrower’s employees or agents), then Borrower shall will use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to AgentBank. If Borrower intends to deliver any portion of the Collateral valued, individually or (other than mobile equipment such as laptop computers in the aggregate, in excess possession of $250,000.00 Borrower’s employees or agents) to a bailee, to the extent that, after giving effect to such delivery, the aggregate amount of all Collateral maintained with such bailee would be $500,000.00 or more, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance reasonably satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. ControlOwnership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) fail to provide notice to Agent and the Lenders of any Key Person departing from or ceasing to be employed by Borrower within five (5) Business Days after such Key Person’s departure from Borrower; (d) permit, allow or suffer to occur any Change in Controldissolve; or (ec) (i) have a change in its chief executive officer after the Restatement Date unless a replacement for such chief executive officer is approved by Borrower’s Board of Directors, including those directors who are not employees or officers of Borrower, within ninety (90) days of the date of the resignation or termination of such chief executive officer (provided, however, Bank shall have no obligation to fund any Credit Extension before any such replacement has been made); or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than 40% of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or strategic investors so long as Borrower identifies to Bank the venture capital and strategic investors prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten (10) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses other than Permitted Locations (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection CertificateCertificate or a Permitted Location, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) to a baileebailee other than at a Permitted Location, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall will use commercially reasonable efforts to cause obtain from such bailee to execute and deliver a bailee agreement in form and substance reasonably satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. Control, Ownership or Business Locations. . (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) (i) fail to provide notice to Agent and the Lenders Bank of any Key Person departing from or ceasing to be employed by Borrower within five (5) Business Days days after such Key Person’s his or her departure from Borrower; (d) permit, allow or suffer to occur any Change in Control; or (eii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten (10) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Fifty Thousand Dollars ($250,000.00 50,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($250,000.00 50,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($250,000.00 50,000) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment Bank in the possession of Borrower’s employees in the ordinary course of businessits reasonable discretion.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) (i) fail Borrower’s CEO ceases to provide notice hold such office with Borrower and a replacement satisfactory to Agent and the Lenders Borrower’s Board of any Key Person departing from or ceasing to be employed by Borrower Directors is not made within five thirty (530) Business Days days after such Key Person’s his departure from Borrower; (d) permit, allow or suffer to occur any Change in Control; or (eii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty percent (40%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to investors so long as Borrower identifies to Bank the investors prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten thirty (1030) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty Thousand Dollars ($250,000.00 20,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty Thousand Dollars ($250,000.00 20,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty Thousand Dollars ($250,000.00 20,000) to a baileebailee (other than Collateral held at co-location sites with a value not in excess of Seven Hundred Fifty Thousand Dollars ($750,000)), and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment Bank in the possession of Borrower’s employees in the ordinary course of businessits sole discretion.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens)dissolve; (c) fail to provide notice to Agent and the Lenders Bank of any Key Person departing from or ceasing to be employed by Borrower within five ten (510) Business Days days after such Key Person’s departure from Borrower; or (d) permit, allow permit or suffer to occur any Change in Control; or (e) . Borrower shall not, without at least ten (10) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than One Hundred Fifty Thousand Dollars ($250,000.00 150,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Fifty Thousand Dollars ($250,000.00 150,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of One Hundred Fifty Thousand Dollars ($250,000.00 150,000.00) of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to will cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance reasonably satisfactory to AgentBank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Fifty Thousand Dollars ($250,000.00 150,000.00) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to will cause such bailee to execute and deliver a bailee agreement in form and substance reasonably satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens)dissolve; (c) fail to provide notice to Agent and the Lenders of any Key Person departing from or ceasing to be employed by Borrower within five (5) Business Days days after such Key Person’s departure from Borrower; or (d) permit, allow permit or suffer to occur any Change in Control; or (e) . Borrower shall not, without at least ten (10) days prior written notice to Agent, : (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Five Hundred Thousand Dollars ($250,000.00 500,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Seven Hundred Fifty Thousand Dollars ($250,000.00 750,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of Five Hundred Thousand Dollars ($250,000.00 500,000.00) of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Seven Hundred Fifty Thousand Dollars ($250,000.00 750,000.00) to a bailee, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of business.

Changes in Business, Management. ControlOwnership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower as of the Effective Date and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) (i) fail to provide notice to Agent and the Lenders of any Key Person departing from or ceasing shall cease to be employed actively engaged in the management of Borrower unless a replacement for such Key Person is approved by Borrower’s Board of Directors and engaged by Borrower within five one hundred eighty (5180) days of such change; or (ii) close any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering, a private placement of public equity, or to venture capital or strategic investors so long as Borrower identifies to Bank the venture capital or strategic investors at least seven (7) Business Days after such Key Person’s departure from Borrower; (d) permitprior to the closing of the transaction). Borrower shall not, allow or suffer to occur any Change in Control; or (e) without at least ten thirty (1030) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than One Hundred Fifty Thousand Dollars ($250,000.00 in Borrower’s assets or property150,000) of Collateral) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Fifty Thousand Dollars ($250,000.00 150,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Fifty Thousand Dollars ($250,000.00 to a bailee150,000), and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. ControlOwnership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) fail to provide notice (i) have a change in senior management such that a Key Person resigns, is terminated, or is no longer actively involved in the management of the Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent and the Lenders of any Key Person departing from or ceasing to be employed by Borrower within five ninety (590) Business Days days after such Key Person’s departure from Borrower; (d) permit, allow or suffer to occur any Change in Control; or (eii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty percent (40.0%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Agent the venture capital investors prior to the closing of the transaction and provides to Agent a description of the material terms of the transaction). Borrower shall not, without at least ten thirty (1030) days prior written notice to Agent, : (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Thousand Dollars ($250,000.00 25,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars. ($250,000.00 25,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars ($250,000.00 25,000.00) per location to a bailee, and Agent Agent, for the benefit of Lenders, and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Agent, and such bailee to shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of business.

Changes in Business, Management. ControlOwnership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) fail to provide notice to Agent and (i) have a change in its Chief Executive Officer or Chief Financial Officer unless the Lenders board of any Key Person departing from or ceasing to be employed by directors of Borrower replaces such officer within five (5) Business Days after 90 days of such Key Person’s departure from Borrower; (d) permit, allow or suffer to occur any Change in Controlchange; or (eii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than 40% of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Bank the venture capital investors prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten thirty (1030) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Ten Thousand Dollars ($250,000.00 10,000) in Borrower’s assets or property) or deliver any portion of the Collateral (other than Equipment with Borrower’s agents or employees in the ordinary course of business and Inventory in transit in the ordinary course of business) valued, individually or in the aggregate, in excess of Twenty Five Thousand Dollars ($250,000.00 25,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral (other than Equipment with Borrower’s agents or employees in the ordinary course of business and Inventory in transit in the ordinary course of business) valued, individually or in the aggregate, in excess of Twenty Five Thousand Dollars ($250,000.00 25,000) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment Bank in the possession of Borrower’s employees in the ordinary course of businessits sole discretion.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens)dissolve; (c) fail to provide notice to Agent and the Lenders Bank of any Key Person departing from or ceasing to be employed by Borrower within five (5) Business Days after such Key Person’s his or her departure from Borrower; or (d) permit, allow permit or suffer to occur the consummation of any Change in Control; or (e) . Borrower shall not, without at least ten thirty (1030) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than One Hundred Thousand Dollars ($250,000.00 100,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($250,000.00 100,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WHERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. locations, including warehouses, containing in excess of One Hundred Thousand Dollars ($250,000.00 100,000.00) of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and the landlord of any such new offices or business locations, including warehouses, to shall execute and deliver a landlord consent in form and substance satisfactory to AgentBank. If Borrower intends to deliver any portion of the Collateral consisting of finished goods valued, individually or in the aggregate, in excess of Two Hundred Thousand Dollars ($250,000.00 200,000.00) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. ControlOwnership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) (i) fail to provide notice to Agent and the Lenders of if any Key Person departing from or ceasing ceases to be employed by hold such office with Borrower and replacements satisfactory to Borrower’s board of directors are not made within five ninety (590) Business Days days after such Key Person’s departure from Borrower; (d) permit, allow or suffer to occur any Change in Controlor; or (eii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty percent (40%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Bank the venture capital investors prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten thirty (1030) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Fifty Thousand Dollars ($250,000.00 50,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($250,000.00 100,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($250,000.00 100,000) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment Bank in the possession of Borrower’s employees in the ordinary course of businessits sole discretion.

Changes in Business, Management. ControlOwnership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by the Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve dissolve; or (c) permit a Change of Control to occur. The Borrower shall not, and shall not permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) fail to provide notice to Agent and the Lenders of any Key Person departing from or ceasing to be employed by Borrower within five (5) Business Days after such Key Person’s departure from Borrower; (d) permitto, allow or suffer to occur any Change in Control; or (e) without at least ten fifteen (1015) days days’ prior written notice to the Agent, : (i1) add any new offices or business locations, including warehouses (unless each such new offices office or business locations contain location contains less than Five Hundred Thousand Dollars ($250,000.00 500,000) in the Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($250,000.00 500,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection CertificateCertificate (as it may be updated from time to time pursuant to the provisions of Section 5.1), (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($250,000.00 500,000) to a bailee, and the Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which the Borrower intends to deliver the Collateral, then the Borrower shall use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions the Agent (at the direction of this paragraph do not apply to mobile computer or cellphone equipment the Required Lenders) in the possession of Borrower’s employees in the ordinary course of businessits reasonable discretion prior thereto.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any material line of business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related theretorelated, complementary or incidental thereto or reasonable extensions thereof; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) fail to provide notice to Agent and the Lenders of any Key Person departing from or ceasing to be employed by Borrower within five (5) Business Days after such Key Person’s departure from Borrower; (d) permit, allow permit or suffer to occur any Change in Control; or (e) . Neither Borrower shall, without at least ten thirty (1030) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Fifty Thousand Dollars ($250,000.00 50,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($250,000.00 50,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If either Borrower intends to add any new offices or business locations, including warehouses, containing in excess of Fifty Thousand Dollars ($250,000.00 50,000) of Borrower’s Borrowers’ assets or property, then such Borrower shall use commercially reasonable efforts will first provide prior written notice to cause Bank, and the landlord of any such new offices or business locations, including warehouses, to shall execute and deliver a landlord consent in form and substance satisfactory to AgentBank. If either Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($250,000.00 50,000) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which such Borrower intends to deliver the Collateral, then such Borrower shall use commercially reasonable efforts will first provide prior written notice to cause Bank, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof of such Subsidiaries are distributed transferred to Borrower free and clean clear of all Liens); (c) fail to provide notice to Agent and the Lenders Bank of any Key Person departing from or ceasing to be employed by Borrower within five ten (510) Business Days days after such Key Person’s departure from BorrowerBorrower (provided that, for the avoidance of doubt, such notice may be delivered electronically subject to compliance with the terms of this Agreement); (d) permit, allow or suffer to occur any Change in Control; or (e) without at least ten (10) 30 days prior written notice to AgentBank (or such shorter period as Bank may agree in writing in its sole discretion), (i) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than $250,000.00 300,000.00 in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 300,000.00 to a bailee (excluding any customer of Borrower) at a location other than to a bailee and at a location already disclosed in the Perfection CertificateCertificate or as otherwise disclosed to Bank, (ii) change its jurisdiction of organization, (iii) change its organizational structure or type, (iv) change its legal name, or (v) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 300,000.00 of Borrower’s assets or property, then Borrower shall will use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to AgentBank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 300,000.00 to a baileebailee (excluding any customer of Borrower), and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall will use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. Control, or Business Locations. , or Jurisdiction of Formation. (a) Engage in or permit any material line of its Subsidiaries to engage in any business other than those lines of business conducted by Borrowers and their Subsidiaries on the date hereof and any businesses currently engaged in by reasonably related, complementary or incidental thereto or reasonable extensions thereof. No Borrower and such Subsidiarywill, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) fail to provide notice to Agent and the Lenders of any Key Person departing from or ceasing to be employed by Borrower within five (5) Business Days after such Key Person’s departure from Borrower; (d) permit, allow or suffer to occur any Change in Control; or (e) without at least ten (10) days prior written notice to AgentBank: (i) change its jurisdiction of organization, (iii) change its organizational structure or type, (iii) change its legal name, (iv) change any organizational number (if any) assigned by its jurisdiction of organization, or (v) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) in such Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii) change its jurisdiction of organization, (iii) change its organizational structure or type, (iv) change its legal name, or (v) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which such Borrower intends to deliver the Collateral, then such Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and such bailee to shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank. The provisions Bank agrees not to deliver a notice to a bailee purporting to exercise dominion or control over any Collateral or any other similar direction or instruction under any bailee agreement with a Borrower unless an Event of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessDefault has occurred and is continuing hereunder.

Changes in Business, Management. ControlOwnership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens)dissolve; (c) fail to provide notice to Agent and Bank if the Lenders of any Key Person departing Chief Executive Officer departs from or ceasing ceases to be employed by Borrower within five (5) Business Days days after such Key Person’s departure from Borrower; (d) permit, allow permit or suffer to occur any a Change in ControlControl with respect to Agenus; or (e) if Agenus owns less than one hundred percent (100.0%) of the equity interests of Antigenics. Borrower shall not, without at least ten five (105) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than One Hundred Thousand Dollars ($250,000.00 100,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($250,000.00 100,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($250,000.00 100,000.00) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens)dissolve; (c) fail to provide notice to Agent and the Lenders Bank of any Key Person departing from or ceasing to be employed by Borrower within five (5) Business Days after such Key Person’s departure from Borrower; or (d) permit, allow or suffer to occur consummate any Change in Control; or (e) . Borrower shall not, without at least ten thirty (1030) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) in Borrower’s assets or property) or deliver any portion of the Collateral (other than movable items of personal property such as laptop computers) valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral (other than movable items of personal property such as laptop computers) valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and such bailee to shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. Control, Ownership or Business Locations. . (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens)dissolve; (c) fail to provide notice to Collateral Agent and the Lenders of any Key Person departing from or ceasing to be employed by Borrower within five (5) Business Days days after such Key Person’s his or her departure from Borrower; or (d) permit, allow permit or suffer to occur any Change in Control; or (e) . Borrower shall not, without at least ten (10) days prior written notice to Collateral Agent, : (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than One Hundred Thousand Dollars ($250,000.00 100,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($250,000.00 100,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($250,000.00 100,000) to a bailee, and Collateral Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Collateral Agent, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment Collateral Agent in the possession of Borrower’s employees in the ordinary course of businessits reasonable discretion.

Changes in Business, Management. ControlOwnership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, or its Subsidiaries as applicable, of the Effective Date or reasonably related or incidental thereto; (b) liquidate or dissolve or permit any (other than the liquidation and dissolution of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all LiensOlympus-Cytori); or (c) fail to provide notice to Agent and the Lenders of (i) any Key Person departing from or ceasing shall cease to be employed by actively engaged in the day-to-day management of Borrower unless written notice thereof is provided to Collateral Agent within five (5) 10 Business Days after of such Key Person’s departure from Borrower; (d) permitchange, allow or suffer to occur any Change in Control; or (eii) enter into any transaction or series of related transactions (other than by the sale of Borrower’s equity securities in a public offering, a private placement of public equity or to venture capital or private equity investors so long as Borrower identifies to Collateral Agent the venture capital or private equity investors prior to the closing of the transaction) resulting in any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, except that a person will be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the voting stock of Borrower. Borrower shall not, without at least ten thirty (1030) days days’ prior written notice to Collateral Agent, : (iA) add any new offices or business locations, including warehouses (unless such new offices or business locations are Permitted Locations or contain less than Two Hundred Fifty Thousand Dollars ($250,000.00 250,000.00) in Borrower’s assets or property) property of Borrower or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 to a bailee its Subsidiaries at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, such location); (iiB) change its jurisdiction of organization, (iiiC) change its organizational structure or type, (ivD) change its legal name, or (vE) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 to a bailee, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of business.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) (i) fail to provide notice to Agent and the Lenders Bank of any Key Person departing from or ceasing to be employed by Borrower within five (5) Business Days days after such Key Person’s departure from Borrower; or (dii) permit, allow permit or suffer to occur any Change in Control; or (e) . Borrower shall not, without at least ten (10) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than One Hundred Thousand Dollars ($250,000.00 100,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($250,000.00 100,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($250,000.00 100,000) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to AgentBank. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in Notwithstanding the possession of Borrowerforegoing, Borrower may, without Bank’s employees consent, maintain demo units at customer sites in the ordinary course of businessbusiness consistent with Borrower’s existing practices.

Changes in Business, Management. ControlOwnership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and or such Subsidiary, as applicable, as of the Effective Date or reasonably related related, incidental or ancillary thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) fail to provide notice to Agent and the Lenders of any Key Person departing from or ceasing to be employed by Borrower within five (5) Business Days after such Key Person’s departure from Borrower; (d) permit, allow or suffer to occur any Change in Controldissolve; or (ec) (i) without at least permit Key Person to cease being actively engaged in the management of Borrower unless written notice thereof is provided to Collateral Agent within ten (10) days of such cessation, or (ii) enter into any transaction or series of related transactions in which (A) the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than 40% of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering, a private placement of public equity or to venture capital or private equity investors so long as Borrower identifies to Collateral Agent the investors prior to the closing of the transaction) and (B) Borrower ceases to own (i) 100% of the ownership interests of a Foreign Subsidiary of Borrower or (ii) at least 80% of the ownership interests of a Domestic Subsidiary of Borrower. Borrower shall not, without at least thirty (30) days’ prior written notice to Collateral Agent, : (iA) add any new offices or business locations, including warehouses (unless each such new offices office or business locations contain location contains less than Five Hundred Thousand Dollars ($250,000.00 500,000.00) in Borrower’s assets or property) property of Borrower or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, its Subsidiaries); (iiB) change its respective jurisdiction of organization, (iiiC) change its respective organizational structure or type, (ivD) change its respective legal name, or (vE) change any organizational number (if any) assigned by its respective jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 to a bailee, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of business.

Changes in Business, Management. ControlOwnership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) fail to provide notice to Agent (i) have a change in Chief Executive Officer unless a replacement for such Chief Executive Officer is approved by Borrower’s Board of Directors and the Lenders of any Key Person departing from or ceasing to be employed engaged by Borrower within five one hundred eighty (5180) days; or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than 49% of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days after such Key Person’s departure from Borrower; (d) permitprior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, allow or suffer to occur any Change in Control; or (e) without at least ten (10) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Seventy-Five Thousand Dollars ($250,000.00 75,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Seventy-Five Thousand Dollars ($250,000.00 75,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Seventy-Five Thousand Dollars ($250,000.00 75,000) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto (for clarity, the technology, healthcare, wellness, beauty or personal care industries which Borrower is currently engaged in shall be considered reasonably related thereto); (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens)dissolve; (c) fail to provide notice to Agent and the Lenders Bank of any Key Person departing from or ceasing to be employed by Borrower within five (5) Business Days after such Key Person’s departure from Borrower; or (d) permit, allow permit or suffer to occur any Change in Control; or (e) . Borrower shall not, without at least ten (10) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Five Hundred Thousand Dollars ($250,000.00 500,000.00) in Borrower’s assets or property) property or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($250,000.00 500,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, except with respect to Pharmaceutical Suppliers for the purpose of inclusion with distribution and shipment of Rx Goods in the ordinary course of business, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of Five Hundred Thousand Dollars ($250,000.00 500,000.00) of Borrower’s assets or property, then Borrower will first receive the written consent of Bank, and shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance reasonably satisfactory to AgentBank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($250,000.00 500,000.00) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and shall use commercially reasonable reasonably efforts to cause such bailee to execute and deliver a bailee agreement in form and substance reasonably satisfactory to Agent. The provisions Bank, except with respect to Collateral maintained with Pharmaceutical Suppliers for the purpose of this paragraph do not apply to mobile computer or cellphone equipment in the possession inclusion with distribution and shipment of Borrower’s employees Rx Goods in the ordinary course of business.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to (except that a Subsidiary may liquidate or dissolve (unless the provided simultaneous therewith all of its assets thereof are distributed transferred to Borrower free and clean of all LiensBorrower); (c) fail to provide notice to Agent and the Lenders Bank of any Key Person departing from or ceasing to be employed by Borrower within five (5) Business Days after such Key Person’s his or her departure from Borrower; or (d) permit, allow permit or suffer to occur any Change in Control; or (e) . Borrower shall not, without at least ten fifteen (1015) days prior written notice to Agent, Bank: (iA) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (iiB) change its jurisdiction of organization, (iiiC) change its organizational structure or type, (ivD) change its legal name, or (vE) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000.00) of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and the landlord of any such new offices or business locations, including warehouses, to shall execute and deliver a landlord consent in form and substance satisfactory to AgentBank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens)dissolve; (c) fail to provide notice to Agent and the Lenders Bank of any Key Person departing from or ceasing to be employed by Borrower within five (5) Business Days after such Key Person’s his or her departure from Borrower; or (d) permit, allow permit or suffer to occur any Change in Control; or (e) . Borrower shall not, without at least ten thirty (1030) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Thousand Dollars ($250,000.00 25,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars ($250,000.00 25,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of Twenty-Five Thousand Dollars ($250,000.00 25,000) of Borrower’s 's assets or property, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and the landlord of any such new offices or business locations, including warehouses, to shall execute and deliver a landlord consent in form and substance satisfactory to AgentBank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars ($250,000.00 25,000) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. ControlOwnership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) fail to provide notice to Agent and the Lenders of any (i) have a change in management such that if a Key Person departing resigns, is terminated, or is no longer actively involved in the management of Borrower in his current position unless either (A) a replacement officer approved by Borrower’s Boards of Directors has been engaged within ninety (90) days after such Key Person’s departure from Borrower (with notice of such engagement provided to Lenders) or ceasing to be employed by Borrower (B) within five ninety (590) Business Days days after such Key Person’s departure from Borrower, Borrower has delivered to Lenders a copy of a plan approved by Borrower’s Boards of Directors outlining a course of action with respect to the replacement of such Key Person; (dii) permitenter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than 50% of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to institutional investors so long as Borrower identifies to Lenders the institutional investors prior to the closing of the transaction), allow unless all Obligations (including any applicable Prepayment Fee and the Final Payment) are repaid in full by Borrower in accordance with Section 2.2(d) hereof prior to or suffer to occur any Change in Control; or substantially contemporaneously with closing of such transaction and this Agreement is terminated (e) other than those provisions which by their terms survive the termination of this Agreement). Borrower shall not, without at least ten thirty (1030) days prior written notice to Agent, Lenders: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Ten Thousand Dollars ($250,000.00 10,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate), (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 to a bailee, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of business.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries Subsidiaries, if any, to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) fail have a change in management such that Borrower’s Chief Executive Officer ceases to provide notice hold such office and a replacement or interim replacement satisfactory to Agent and the Lenders Borrower’s board of any Key Person departing from or ceasing to be employed by Borrower directors is not made within five ninety (590) Business Days days after such Key PersonChief Executive Officer’s departure from Borrower; (dor replacement by) permitBorrower or its board of directors. Borrower shall not, allow or suffer to occur any Change in Control; or (e) without at least ten twenty (1020) days prior written notice to Agent, Bank: (i1) add any new offices or business locationslocations (other than a co-location facility), including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection CertificateCertificate or to a co-location facility, (ii2) change its jurisdiction of organizationorganization (except that only five (5) days prior written notice shall be required if RingCentral reincorporates into the State of Delaware in connection with its initial public offering), (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) to a baileebailee other than to a bailee at a location already disclosed in the Perfection Certificate or to a co-location facility, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve (unless except as permitted by Section 6.3); provided that any Subsidiary of the Borrower may liquidate, wind-up or dissolve itself as long as substantially all of its assets thereof are distributed transferred to the Borrower free and clean of all Liens)or a Guarantor; (c) fail to provide notice to Agent and the Lenders Bank of any Key Person departing from or ceasing to be employed by Borrower within five ten (510) Business Days days after such Key Person’s their departure from Borrower; (d) permit, allow or suffer to occur any Change in Control; or (e) without at least ten thirty (1030) days prior written notice to AgentBank, (i) add any new offices or business locationslocations in the United States, including warehouses (unless such new offices or business locations contain less than $250,000.00 [*] in Borrower’s assets or propertyproperty (excluding tenant improvements)) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 [*] to a bailee at a location in the United States other than to a bailee and at a location already disclosed in the Perfection CertificateCertificate (excluding Inventory or other property held with contract manufacturers), (ii) change its jurisdiction of organization, (iii) change its organizational structure or type, (iv) change its legal name, or (v) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locationslocations in the United States, including warehouses, containing in excess of $250,000.00 [*] of Borrower’s assets or propertyproperty (excluding Inventory or other property held with contract manufacturers), then Borrower shall use commercially reasonable efforts to will cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance reasonably satisfactory to AgentBank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 [*] to a baileebailee in the United States (excluding Inventory or other property held with contract manufacturers), and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to will cause such bailee to execute and deliver a bailee agreement in form and substance reasonably satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of business.Bank..

Changes in Business, Management. ControlOwnership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such SubsidiaryBusinesses, as applicable, or reasonably related thereto; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) fail enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to provide notice the first such transaction own more than forty percent (40%) of the voting stock of Borrower immediately after giving effect to Agent such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors prior to the closing of the transaction and provides to Bank a description of the Lenders material terms of any Key Person departing from or ceasing to be employed by the transaction). Borrower within five (5) Business Days after such Key Person’s departure from Borrower; (d) permitshall not, allow or suffer to occur any Change in Control; or (e) without at least ten thirty (1030) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Three Million Dollars ($250,000.00 3,000,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Three Million Dollars ($250,000.00 3,000,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Three Million Dollars ($250,000.00 3,000,000) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment Bank in the possession of Borrower’s employees in the ordinary course of businessits sole discretion.

Changes in Business, Management. ControlOwnership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage to any material extent in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or its Subsidiaries on the date hereof and businesses reasonably related or incidental thereto; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) fail enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to provide notice the first such transaction own more than 40% of the voting stock of Borrower immediately after giving effect to Agent and such transaction or related series of such transactions (other than by (i) the Lenders sale of any Key Person departing from or ceasing Borrower’s equity securities in a public offering, (ii) the issuance of Borrower’s equity securities (other than Disqualified Stock) to be employed by Borrower within five (5) Business Days after such Key Person’s departure from Borrower; (d) permitthe former security holders of Nexage in connection with the Nexage Acquisition in accordance with the terms of the Nexage Merger Agreement, allow or suffer to occur any Change in Control; or (eiii) the sale of Borrower’s equity securities (other than Disqualified Stock) to venture capital investors so long as Borrower identifies to Bank the venture capital investors prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten (10) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless other than such new offices or business locations that contain less than Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) in Borrower’s assets or property) , or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) to a bailee at a location (other than to a bailee and at a location already disclosed in the Perfection CertificateCertificate (as the same may be updated from time to time), and any customer location), (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) to a baileebailee (other than at any customer location), and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to will cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment Bank in the possession of Borrower’s employees in the ordinary course of businessits reasonable discretion.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens)dissolve; (c) fail to provide notice to Agent and the Lenders Bank of any Key Person departing from or ceasing to be employed by Borrower within five ten (510) Business Days after such Key Person’s departure from Borrower; or (d) permit, allow permit or suffer to occur any Change in Control; or (e) . Borrower shall not, without at least ten (10) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00 250,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000.00) of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and the landlord of any such new offices or business locations, including warehouses, to shall execute and deliver a landlord consent in form and substance satisfactory to AgentBank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000.00) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall will use commercially reasonable efforts to cause such bailee to execute and deliver obtain a bailee agreement executed by the bailee in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment Bank in the possession of Borrower’s employees in the ordinary course of businessits reasonable discretion.

Changes in Business, Management. Control, Ownership or Business Locations. . (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) (i) fail to provide notice to Agent and the Lenders Bank of any Key Person departing from or ceasing to be employed by Borrower within five (5) Business Days days after such Key Person’s his or her departure from Borrower; (d) permit, allow or suffer to occur any Change in Control; or (eii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty percent (40%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten thirty (1030) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Fifty Thousand Dollars ($250,000.00 50,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($250,000.00 50,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number or equivalent (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($250,000.00 50,000) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. ControlOwnership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, of the Effective Date or reasonably related related, incidental or ancillary thereto; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) (i) fail to provide notice to Agent and the Lenders of any Key Person departing from or ceasing shall cease to be employed by actively engaged in the management of Borrower unless written notice thereof is provided to Collateral Agent within five (5) Business Days after such Key Person’s departure from Borrower; (d) permit, allow or suffer to occur any Change in Control; or (e) without at least ten (10) days of such, or (ii) enter into any transaction or series of related transactions in which (A) the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than 40% of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering, a private placement of public equity or to venture capital or private equity investors so long as Borrower identifies to Collateral Agent the investors prior to the closing of the transaction) and (B) Borrower ceases to own (i) at least 100% of the ownership interests of a Foreign Subsidiary of Borrower or (ii) at least 80% of the ownership interests of a Domestic Subsidiary of Borrower. Borrower shall not, without at least thirty (30) days’ prior written notice to Collateral Agent, : (iA) add any new offices or business locations, including warehouses (unless each such new offices office or business locations contain location contains less than Two Hundred Fifty Thousand Dollars ($250,000.00 250,000.00) in Borrower’s assets or property) property of Borrower or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, its Subsidiaries); (iiB) change its jurisdiction of organization, (iiiC) change its organizational structure or type, (ivD) change its legal name, or (vE) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 to a bailee, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of business.

Changes in Business, Management. Control, Ownership or Business Locations. . (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) (i) fail to provide notice to Agent and the Lenders of any Key Person departing from or ceasing ceases to be employed by hold the office of Chief Executive Officer with Borrower and a replacement reasonably satisfactory to the board of directors of Borrower is not made within five ninety (590) Business Days days after such Key Person’s his departure from Borrower; (dii) permitenter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the issuance and sale of Borrower’s equity securities in that certain private placement offering closed on November 6, allow 2013 or suffer by the issuance and sale of Borrower’s equity securities in a public offering or to occur any Change in Control; venture capital investors, private equity investors or (e) other bona fide financial investors so long as Borrower identifies to Bank such investors prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten thirty (1030) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Three Hundred Fifty Thousand Dollars ($250,000.00 350,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Three Hundred Fifty Thousand Dollars ($250,000.00 350,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locationsExcept for assets (including clinical trial materials) in transit in the ordinary course, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If if Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Three Hundred Fifty Thousand Dollars ($250,000.00 350,000) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens)dissolve; (c) fail to provide Bank with notice to Agent and of a change in the Lenders of any Key Person departing from within twenty (20) days of such change; or ceasing to be employed by Borrower within five (5) Business Days after such Key Person’s departure from Borrower; (d) permit, allow permit or suffer to occur any Change in Control; or . Borrower shall not: (e) without at least ten (10) days prior written notice to Agent, (i1) add any new offices or business locationslocations without written notice to Bank within thirty (30) days of such addition, including warehouses (unless such new offices or business locations contain less than One Hundred Thousand Dollars ($250,000.00 100,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($250,000.00 100,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) without at least ten (10) days prior written notice to Bank, change its jurisdiction of organization, (iii3) without at least ten (10) days prior written notice to Bank, change its organizational structure or type, (iv4) without at least ten (10) days prior written notice to Bank, change its legal name, or (v5) without at least ten (10) days prior written notice to Bank, change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($250,000.00 100,000) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause such bailee to shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to (except that a Subsidiary may liquidate or dissolve (unless the provided simultaneous therewith all of its assets thereof are distributed transferred to Borrower free and clean of all LiensBorrower); (c) fail to provide notice to Agent and the Lenders of any Key Person departing from or ceasing to be employed by Borrower within five (5) Business Days after such Key Person’s departure from Borrower; or (d) permit, allow permit or suffer to occur any Change in Control; or (e) . Borrower shall not, without at least ten fifteen (1015) days prior written notice to Agent, : (iA) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Five Hundred Thousand Dollars ($250,000.00 500,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($250,000.00 500,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (iiB) change its jurisdiction of organization, (iiiC) change its organizational structure or type, (ivD) change its legal name, or (vE) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of One Million Dollars ($250,000.00 1,000,000) of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Agent, and the landlord of any such new offices or business locations, including warehouses, to shall execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Million Dollars ($250,000.00 1,000,000) to a bailee, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Agent, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of business.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens)dissolve; (c) fail to provide notice to Agent and Bank, within five Business Days of such departure or cessation, if the Lenders of any Key Person departing departs from or ceasing ceases to be employed by Borrower within five (5) Business Days after such Key Person’s departure from Borrower; or (d) permit, allow permit or suffer to occur any Change in Control; or (e) . Borrower shall not, without at least ten twenty (1020) days days’ prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of than Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection CertificateCertificate or previously notified to Bank in accordance with this paragraph, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of than Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) of Borrower’s 's assets or property, then Borrower shall will use its commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance reasonably satisfactory to AgentBank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of than Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. Control, Ownership or Business Locations. . (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) fail enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to provide notice the first such transaction own more than forty percent (40%) of the voting stock of Borrower immediately after giving effect to Agent such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Bank the venture capital investors prior to the closing of the transaction and provides to Bank a description of the Lenders material terms of any Key Person departing from or ceasing to be employed by the transaction). Borrower within five (5) Business Days after such Key Person’s departure from Borrower; (d) permitshall not, allow or suffer to occur any Change in Control; or (e) without at least ten fifteen (1015) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty Five Thousand Dollars ($250,000.00 25,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate), (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices , or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to (6) deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 to a bailee, and Agent unless (i) such bailee location contains less than Twenty Five Thousand Dollars ($25,000) in Borrower’s assets or property or (ii) Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral. Borrower hereby agrees upon Borrower adding any new office or business location, then including any warehouse, Borrower will cause its landlord to enter into a landlord consent in favor of Bank prior to such new office or business location containing Twenty Five Thousand Dollars ($25,000) of Collateral. Borrower hereby agrees that prior to Borrower delivering any Collateral to a bailee, Borrower shall use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. ControlOwnership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or any business reasonably related thereto; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); (c) (i) fail to provide prompt notice to Agent and the Lenders Bank of any Key Person Borrower’s chief executive officer departing from or ceasing to be employed by Borrower within five in such capacity; or (5ii) consummate any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days after (or such Key Person’s departure from Borrower; (dshorter period agreed to by Bank) permitprior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, allow or suffer to occur any Change in Control; or (e) without at least ten thirty (1030) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Seventy Five Thousand Dollars ($250,000.00 75,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Seventy Five Thousand Dollars ($250,000.00 75,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Seventy Five Thousand Dollars ($250,000.00 75,000) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Bank, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related theretothereto and reasonable extensions thereof; (b) liquidate or dissolve or permit dissolve, provided that any of its Subsidiaries to Subsidiary (which is not a Borrower) may liquidate or dissolve (unless the so long as its remaining assets thereof are distributed transferred to Borrower free and clean of all Liens)another Subsidiary or Borrower; (c) fail to provide notice to Agent and the Lenders Bank of any Key Person departing from or ceasing to be employed by Borrower within five ten (510) Business Days days after such Key Person’s departure from Borrower; or (d) permit, allow permit or suffer to occur any Change in Control except where the Loan Documents (other than the Warrant) and Bank’s obligations to extend credit thereunder are terminated and all Obligations (other than inchoate indemnity obligations) are indefeasibly repaid in full prior to or simultaneously with the closing of the transaction which results in such Change in Control; or (e) . Borrower shall not, without at least ten twenty (1020) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than One Hundred Thousand Dollars ($250,000.00 100,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($250,000.00 100,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($250,000.00 100,000.00) to a bailee, and Agent Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause such bailee to execute will first receive the written consent of Bank, and upon request of Bank, Borrower will deliver a bailee agreement executed by such bailee in form and substance reasonably satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of businessBank.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve dissolve; or (c) (i) any Key Person ceases to hold such office with Borrower and replacements satisfactory to Bank and Borrower’s Board of Directors are not made within 45 days after such Key Person's departure from Borrower; or (ii) permit or suffer any Change in Control. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens)dissolve; or (c) fail (i) have a change in senior management and replacements satisfactory to provide notice to Agent and the Lenders of Bank are not made within 45 days after any Key Person departing from or ceasing to be employed by Borrower within five (5) Business Days after such Key Person’s 's departure from Borrower; (d) permit, allow or suffer to occur any Change in Control; or (eii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than 40% of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Bank the venture capital investors prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten thirty (1030) days prior written notice to Agent, Bank: (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Ten Thousand Dollars ($250,000.00 10,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($250,000.00 50,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Fifty Thousand Dollars ($250,000.00 50,000) to a baileebailee at a location other than as provided in the Perfection Certificate, and Agent Borrower will first receive the written consent of Bank, and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment Bank in the possession of Borrower’s employees in the ordinary course of businessits sole discretion.

Changes in Business, Management. ControlOwnership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, of the Effective Date or reasonably related thereto; (b) liquidate or dissolve or permit dissolve, provided that any of its Subsidiaries to Subsidiary may liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens)into Borrower; or (c) fail to provide notice to Agent and the Lenders of (i) any Key Person departing from or ceasing shall cease to be employed actively engaged in the management of Borrower unless a replacement for such Key Person is approved by Borrower’s Board of Directors and engaged by Borrower within five one hundred eighty (5180) Business Days after days of such change (it being understood, for the avoidance of doubt, that the appointment of an interim replacement for such Key Person’s departure from Borrower; (d) permitPerson shall satisfy the foregoing), allow or suffer to occur any Change in Control; or (eii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering, a private placement of public equity or to venture capital investors so long as Borrower identifies to Collateral Agent the venture capital investors prior to the closing of the transaction). Borrower shall not, without at least ten fifteen (1015) days days’ (or such shorter period to which the Lenders shall consent) prior written notice to Collateral Agent, : (iA) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00 250,000.00) in Borrower’s assets or property) property of Borrower or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, its Subsidiaries); (iiB) change its jurisdiction of organization, (iiiC) change its organizational structure or type, (ivD) change its legal name, or (vE) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of $250,000.00 to a bailee, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of business.

Changes in Business, Management. Control, Ownership or Business Locations. . (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve dissolve; or permit any of its Subsidiaries to liquidate (c) (i) have a change in CEO or dissolve (CFO unless the assets thereof are distributed Board appoints a successor CEO or CFO (which may include an interim or acting CEO and/or CFO) within 90 days of the resignation or termination of the prior CEO or CFO or (ii) consummate any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty nine percent (49%) of the voting stock of Borrower free and clean immediately after giving effect to such transaction or related series of all Liens); such transactions (c) fail other than by the sale of Borrower’s equity securities in a public offering or to provide notice venture capital investors so long as Borrower identifies to Agent the venture capital investors at least seven (7) Business Days prior to the closing of the transaction and provides to Agent a description of the Lenders material terms of any Key Person departing from or ceasing to be employed by the transaction). Borrower within shall not, without at least five (5) Business Days after such Key Person’s departure from Borrower; (d) permit, allow or suffer to occur any Change in Control; or (e) without at least ten (10) days prior written notice to Agent, : (i1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than One Million Dollars ($250,000.00 1,000,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Million Dollars ($250,000.00 1,000,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection CertificateCertificate or to Borrower’s customers in the ordinary course of business, or (ii2) change its jurisdiction of organization, (iii3) change its organizational structure or type, (iv4) change its legal name, or (v5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Million Dollars ($250,000.00 1,000,000) to a baileebailee (other than to Borrower’s customers in the ordinary course of business), and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall use commercially reasonable efforts to cause will first receive the written consent of Agent, and such bailee to shall execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment Agent in the possession of Borrower’s employees in the ordinary course of businessits sole discretion.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve (unless the all assets thereof are distributed transferred to Borrower prior to such liquidation or dissolution, free and clean clear of all Liens); (c) fail to provide notice to Agent and the Lenders of any Key Person departing from or ceasing to be employed by Borrower within five seven (57) Business Days after such Key Person’s departure from Borrower; (d) permit, allow or suffer to occur any Change in Control; or (e) without at least ten (10) days prior written notice to Agent, (i) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twp Hundred Fifty Thousand Dollars ($250,000.00 250,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (ii) change its jurisdiction of organization, (iii) change its organizational structure or type, (iv) change its legal name, or (v) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) of Borrower’s assets or property, then Borrower shall will use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00 250,000) to a bailee, and Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower shall will use commercially reasonable efforts to cause such bailee to execute and deliver a bailee agreement in form and substance satisfactory to Agent. The provisions of this paragraph do not apply to mobile computer computers. office equipment or cellphone equipment in the possession of Borrower’s employees in the ordinary course of business.