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 Co-Borrowers and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shall, without at least thirty (30) days prior written notice to Bank: (1) 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) in such Co-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) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-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) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have such landlord/bailee execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her any such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts cause such bailee to have such landlord/bailee execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of One Hundred Thousand Dollars ($100,000.00) of Borrower’s assets or property, then Borrower will cause such 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 Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person Persons departing from or ceasing to be employed by a Co-Borrower within five ten (510) days Business Days after his or her their departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Control (provided, however, that the dissolution of any Co-Borrower shallotherwise in compliance with the terms of this Agreement shall not constitute a Change in Control). Co-Borrower shall not, without at least thirty ten (3010) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000100,000) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve, except as permitted under Section 7.3; (c) fail to provide notice to Bank Collateral Agent and each Lender of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her such departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to BankCollateral Agent: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations (i) are tooling locations, clinical testing locations or contract manufacturing locations added in the ordinary course of business, or (ii) (x) contain less than Two Hundred Fifty Thousand Dollars ($250,000) in such Co-Borrower’s assets or property, per location, and (y) is not Borrower’s or its Subsidiaries’ chief executive office) or deliver any portion of the Collateral (other than trunk stock maintained by employees in the ordinary course of business) valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection CertificateCertificate or tooling locations, clinical testing locations or contract manufacturing locations, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral (other than trunk stock maintained by employees in the ordinary course of business) valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000) to a landlord bailee (other than at a tooling location, clinical testing location or baileecontract manufacturing location), and Bank Collateral Agent and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts provide thirty (30) days prior written notice to have Collateral Agent and cause such landlord/bailee to execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to BankCollateral Agent and the Required Lenders.

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 Co-Borrowers Borrower as of the Effective Date and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) fail to provide notice to Bank 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 a Co-Borrower’s Board of Directors and engaged by Borrower within five one hundred eighty (5180) days after his or her departure from of such Co-Borrowerchange; or (dii) permit close any transaction or suffer any Change series of related transactions in Controlwhich 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 prior to the closing of the transaction). No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000150,000) in such Co-Borrower’s assets or propertyof Collateral) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000150,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000) to a landlord or bailee150,000), and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form 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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) fail to provide notice to Bank of any (i) have a change in senior management such that a Key Person departing from resigns, is terminated, or ceasing 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 be employed by a Co-Borrower Agent within five ninety (590) days after his or her departure from such Co-Borrower; or (dii) permit enter into any transaction or suffer any Change series of related transactions in Controlwhich 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). No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to BankAgent: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Twenty-Five Thousand Dollars ($250,00025,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Twenty-Five Thousand Dollars Dollars. ($250,00025,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Twenty-Five Thousand Dollars ($250,00025,000.00) per location to a landlord or bailee, and Bank Agent, for the benefit of Lenders, and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Agent, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to BankAgent.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank Agent and Lenders of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty ten (3010) days prior written notice to BankAgent: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Seven Hundred Fifty Thousand Dollars ($250,000750,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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 ($500,000.00) of Borrower’s assets or property, then Borrower shall cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a Co-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 Seven Hundred Fifty Thousand Dollars ($250,000750,000.00) to a landlord or bailee, and Bank Agent and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then Borrower shall cause such Co-Borrower will use commercially reasonable efforts bailee to have such landlord/bailee execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to BankAgent.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolvedissolve (except that a Subsidiary may liquidate or dissolve provided simultaneous therewith all of its assets are transferred to Borrower); or (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days Business Days after his or her their departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty fifteen (3015) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000100,000) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will shall notify Bank in writing and use commercially reasonable efforts to have cause such landlord/bailee to execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank. Notwithstanding the foregoing, Bank shall not require a bailee agreement from the Hong Kong bailee listed in the Perfection Certificate as of the Effective Date.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty twenty (3020) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Five Hundred Fifty Thousand Dollars ($250,000500,000) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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 ($500,000) of Borrower’s assets or property, then Borrower will use commercially reasonable efforts to obtain from the landlord of any such new offices or business locations, including warehouses, a Co-landlord consent in form and substance satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have obtain from such landlord/bailee execute and deliver a landlord/an executed bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her departure from such Co-Borrower; or (dii) permit enter into any transaction or suffer any Change series of related transactions in Controlwhich 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). No Co-Borrower shallshall not, without at least thirty ten (3010) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,00050,000) in such Co-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 ($250,00050,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,00050,000) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to BankBank in its 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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related theretothereto or supplemental or complementary thereto or reasonable extensions thereof; (b) liquidate or dissolvedissolve except as permitted by Section 7.3; or (c) fail to provide notice to Bank of have a change in management such that any Key Person departing from or ceasing to ceases to be employed by actively engaged in the management of Borrower if a Co-Borrower replacement (including a person serving in an interim capacity) satisfactory to Borrower’s Board of Directors is not made within five ninety (590) days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Ten Thousand Dollars ($250,00010,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Twenty Five Thousand Dollars ($250,00025,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Twenty Five Thousand Dollars ($250,00025,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to BankBank in its 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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related theretothereto or constituting a reasonable extension thereof; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit permit, allow or suffer to occur any Change in Control. No Co-Borrower shall, ; or (e) without at least thirty ten (3010) days prior written notice to Bank (or such other shorter period as may be agreed by Bank: ), (1i) 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) in such Co-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) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2ii) change its jurisdiction of organization, (3iii) change its organizational structure or type, (4iv) change its legal name, or (5v) 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) of Borrower’s assets or property, then Borrower will cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a Co-landlord consent in form and substance satisfactory to Bank. 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) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts cause such bailee to have such landlord/bailee execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by (i) have a Co-Borrower within five (5) days after his or her departure from such Co-Borrowerchange in senior management; or (dii) permit enter into any transaction or suffer any Change series of related transactions in Controlwhich 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). No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Ten Thousand Dollars ($250,00010,000) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Ten Thousand Dollars ($250,00010,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Ten Thousand Dollars ($250,00010,000) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to BankBank in its 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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Twenty-Five Thousand Dollars ($250,00025,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Twenty-Five Thousand Dollars ($250,000) to 25,000.00)to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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 ($25,000.00)of Borrower's assets or property, then Borrower will first receive the written consent of Bank, and the landlord of any such new offices or business locations, including warehouses, shall execute and deliver a Co-landlord consent in form and substance satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Twenty-Five Thousand Dollars ($250,000) to 25,000.00)to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five ten (510) days Business Days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty ten (3010) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000250,000.00) in such Co-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 ($250,000250,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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) of Borrower’s assets or property, then Borrower will first receive the written consent of Bank, and the landlord of any such new offices or business locations, including warehouses, shall execute and deliver a Co-landlord consent in form and substance satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000250,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have such landlord/bailee execute and deliver obtain a landlord/bailee agreement executed by the bailee in form and substance reasonably satisfactory to BankBank in its 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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related related, ancillary or incidental thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days Business Days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit permit, allow or suffer to occur any Change in Control. No Co-Borrower shall, ; or (e) without at least thirty (30) days prior written notice to Bank: , (1i) add any new offices or business locations, including warehouses (unless each such new offices office or business locations contain location contains less than Two Five Hundred Fifty Thousand Dollars ($250,000500,000) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2ii) change its jurisdiction of organization, (3iii) change its organizational structure or type, (4iv) change its legal name, or (5v) 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 ($500,000) of Borrower’s assets or property, then Borrower will use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a Co-landlord consent in form and substance reasonably satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have cause such landlord/bailee to execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers 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; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days Business Days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty ten (3010) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) in such Co-Borrower’s assets or property) property or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) 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, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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 ($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 Co-landlord consent in form and substance reasonably satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will first receive the written consent of Bank, and shall use commercially reasonable reasonably efforts to have cause such landlord/bailee to execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank, except with respect to Collateral maintained with Pharmaceutical Suppliers for the purpose of inclusion with distribution and shipment of Rx Goods 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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (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 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 any Key Person departing from or ceasing the transaction and provides to be employed by Bank a Co-description of the material terms of the transaction). Borrower within five (5) days after his or her departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty fifteen (3015) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Twenty Five Thousand Dollars ($250,00025,000) in such Co-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) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate), (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to , or (6) deliver any portion of the Collateral valuedto a bailee, individually or in the aggregate, in excess of Two Hundred Fifty unless (i) such bailee location contains less than Twenty Five Thousand Dollars ($250,00025,000) to a landlord in Borrower’s assets or bailee, and property or (ii) Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral. Borrower hereby agrees upon Borrower adding any new office or business location, then such Co-including any warehouse, Borrower will use commercially reasonable efforts cause its landlord to have enter into a landlord consent in favor of Bank prior to such landlord/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 cause such bailee to execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days Business Days after his or her their departure from such Co-Borrower; or (d) permit permit, allow or suffer to occur any Change in Control. No Co-Borrower shall, ; or (e) without at least thirty three (303) days Business Days prior written notice to Bank: , (1i) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000100,000) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2ii) change its jurisdiction of organization, (3iii) change its organizational structure or type, (4iv) change its legal name, or (5v) 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 Thousand Dollars ($100,000) of Borrower’s assets or property and such assets or property are to be held at such new offices or business locations for more than thirty (30) days, then Borrower will exercise commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a Co-landlord consent in form and substance reasonably satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000) to a landlord or baileebailee and such portion of the Collateral is not to be returned to Borrower within ninety (90) days, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have cause such landlord/bailee to execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank Agent and Lenders of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her departure from such Co-Borrower; or (d) permit or suffer any Change in Control, other than the Permitted SPAC Transaction. No Co-Borrower shallshall not, without at least thirty twenty (3020) days prior written notice to BankAgent: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000250,000.00) in such Co-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 ($250,000250,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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) of Borrower’s assets or property, then Borrower will first receive the written consent of Agent, and the landlord of any such new offices or business locations, including warehouses, shall execute and deliver a Co-landlord consent in form and substance satisfactory to Agent in its reasonable discretion. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000250,000.00) to a landlord or bailee, and Bank Agent and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Agent, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to BankAgent in its 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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related theretoor incidental thereto and reasonable extensions thereof; (b) liquidate or dissolvedissolve (provided, that any Subsidiary of Parent may liquidate or dissolve into Parent); or (c) fail to provide notice to Bank Lender of any Key Person departing from or ceasing to be employed by a Co-Borrower within five ten (510) days Business Days after his or her departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to BankLender: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000100,000) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If Upon Lender’s request, if Borrower intends to add any new offices or business locations, including warehouses, containing in excess of One Hundred Thousand Dollars ($100,000) of Borrower’s assets or property, then Borrower the landlord of any such new offices or business locations, including warehouses, shall execute and deliver a Co-landlord consent in form and substance reasonably satisfactory to Lender. Upon Lender’s request, if Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000) to a landlord or bailee, and Bank Lender and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to BankLender.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any the Key Person departing departs from or ceasing ceases to be employed by Borrower without providing prompt notice to Bank after such departure or cessation and Borrower fails to appoint a Co-Borrower new chief executive officer within five ninety (590) days after his of such departure or her departure from such Co-Borrowercessation; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty five (305) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Five Hundred Fifty Thousand Dollars ($250,000500,000) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will shall use commercially reasonable efforts to have cause such landlord/bailee to execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or incidental, ancillary, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit permit, allow or suffer to occur any Change in Control. No Co-Borrower shall, ; or (e) without at least thirty (30) 30 days prior written notice to Bank: , (1i) 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) 50,000.00 in such Co-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) 50,000.00 to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2ii) change its jurisdiction of organization, (3iii) change its organizational structure or type, (4iv) change its legal name, or (5v) 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 $50,000.00 of Borrower’s assets or property, then Borrower will use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a Co-landlord consent in form and substance reasonably satisfactory to Bank. 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) 50,000.00 to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have cause such landlord/bailee to execute and deliver a landlord/bailee agreement in form 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 Co-Borrowers and such Subsidiary, Borrower or its Subsidiaries as applicable, of the Effective Date or reasonably related or incidental thereto; (b) liquidate or dissolvedissolve (other than the liquidation and dissolution of Olympus-Cytori); or (c) fail to provide notice to Bank of (i) any Key Person departing from or ceasing shall cease to be employed by a Coactively engaged in the day-to-day management of Borrower unless written notice thereof is provided to Collateral Agent within five (5) days after his or her departure from 10 Business Days of such Co-Borrower; change, or (dii) permit enter into any transaction or suffer 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 Change “person” or “group” (as such terms are used in ControlSections 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. No Co-Borrower shallshall not, without at least thirty (30) days days’ prior written notice to BankCollateral Agent: (1A) 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 ($250,000250,000.00) in such Co-Borrower’s assets or property) property of Borrower or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars its Subsidiaries at such location); ($250,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2B) change its jurisdiction of organization, (3C) change its organizational structure or type, (4D) change its legal name, or (5E) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-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) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have such landlord/bailee execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank Collateral Agent of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days Business Days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer the consummation of any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to BankCollateral Agent: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a landlord or bailee, and Bank Collateral Agent and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Collateral Agent, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to BankCollateral Agent and the Lenders. Notwithstanding anything to the contrary contained herein, Borrower may add or deliver Collateral to Ordinary Course Third-Party Collateral Locations without prior notice to Collateral Agent, without obtaining Collateral Agent’s written consent and without delivering to Collateral Agent and the Lenders a bailee agreement with respect to any such location; provided, however, that with respect to Ordinary Course Customer/Collaborator Collateral Locations, Borrower may install no more than nine (9) of Borrower’s CorPath systems in the aggregate at any Ordinary Course Customer/Collaborator Collateral Locations in any calendar year without complying with the requirements of the immediately preceding paragraph. For the avoidance of doubt, any of Borrower’s Corpath systems installed in Ordinary Course Customer/Collaborator Collateral Locations prior to the Effective Date shall not count toward this nine (9) unit limitation for the 2018 calendar year.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any material lines of business other than the businesses currently engaged in by Co-Borrowers such Borrower and such Subsidiary, as applicable, or reasonably related theretorelated, complementary or incidental thereto or reasonable extensions thereof other than as a result of a Permitted Acquisition; (b) liquidate or dissolve; or (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two an aggregate amount of Five Hundred Fifty Thousand Dollars ($250,000500,000) in such Co-Borrower’s Borrowers’ assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower Borrowers intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000) to a landlord or Domestic bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the Domestic location to which such Co-Borrower Borrowers intends to deliver the Collateral, then such Co-Borrower Borrowers will first receive the written consent of Bank and shall use commercially reasonable efforts to have cause such landlord/bailee to execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank Agent and Lenders of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to BankAgent: (1) add any new offices or business locations, including warehouses (unless each such new offices office or business locations contain location contains less than Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) in such Co-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 ($250,000250,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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) of Borrower’s assets or property, then Borrower will first receive the written consent of Agent, and the landlord of any such new offices or business locations, including warehouses, shall execute and deliver a Co-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 ($250,000250,000.00) to a landlord or bailee, and Bank Agent and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Agent, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to BankAgent.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days Business Days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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 Thousand Dollars ($100,000.00) of Borrower’s assets or property, then Borrower will first receive the written consent of Bank, and the landlord of any such new offices or business locations, including warehouses, shall execute and deliver a Co-landlord consent in form and substance satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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 Thousand Dollars ($100,000.00) of Borrower's assets or property, then Borrower will first cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a Co-landlord consent in form and substance satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts first cause such bailee to have such landlord/bailee execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve; (c) fail to provide notice to Bank of have a change in management in which any Key Person departing departs from or ceases to hold such office with Borrower and such Key Person is not replaced within one hundred twenty (120) days by a replacement approved by the Board, provided that Borrower shall provide Bank with written notice of such Key Person’s departure or ceasing to be employed by a Co-Borrower hold such office within five (5) days after his or her departure from Business Days of such Co-Borrowerevent; or (d) permit permit, allow or suffer to occur any Change in Control. No Co-Borrower shall, ; or (e) without at least thirty twenty (3020) days prior written notice to Bank: , (1i) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Twenty-Five Thousand Dollars ($250,000125,000) in such Co-Borrower’s assets or propertyproperty or are Customer Locations) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Twenty-Five Thousand Dollars ($250,000125,000) to a bailee at a location (other than Customer Locations) other than to a bailee and at a location already disclosed in the Perfection Certificate, (2ii) change its jurisdiction of organization, (3iii) change its organizational structure or type, (4iv) change its legal name, or (5v) 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 Twenty-Five Thousand Dollars ($125,000) of Borrower’s assets or property, then Borrower will cause the landlord of any such new offices or business locations (other than Customer Locations), including warehouses, to execute and deliver a Co-landlord consent in form and substance satisfactory to Bank in its reasonable discretion. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Twenty-Five Thousand Dollars ($250,000125,000) to a landlord or baileebailee (other than with respect to any Customer Location), and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts cause such bailee to have such landlord/bailee execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to BankBank in its 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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank Lender of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her any such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to BankLender: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a landlord or bailee, and Bank Lender and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts cause such bailee to have such landlord/bailee execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to BankLender. If Borrower intends to add any new offices or business locations, including warehouses, containing in excess of One Hundred Thousand Dollars ($100,000.00) of Borrower’s assets or property, then Borrower will cause such 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 Lender.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of have a change in management such that any Key Person departing from or ceasing ceases to be employed hold such office with Borrower and a replacement is not made by a Co-Borrower Borrower’s board of directors within five sixty (560) days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to Bank: (1) 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 ($250,000250,000.00) in such Co-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) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate), (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to , or (6) deliver any portion of the Collateral valuedto a bailee, individually or in the aggregate, in excess of unless (i) such bailee location contains less than Two Hundred Fifty Thousand Dollars ($250,000250,000.00) to a landlord in Borrower’s assets or bailee, property and (ii) Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral. Borrower hereby agrees upon Borrower adding any new office or business location, then such Co-including any warehouse, Borrower will use commercially reasonable efforts cause its landlord to have enter into a landlord consent in favor of Bank prior to such landlord/new office or business location containing Two Hundred Fifty Thousand Dollars ($250,000.00) of Collateral. Borrower hereby agrees that prior to Borrower delivering any Collateral to a bailee, Borrower shall cause such bailee to execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolvedissolve (other than Omeros London Limited); (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty ten (3010) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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 Collateral valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000.00), then Borrower will cause such landlord of any such new offices or business locations, including warehouses, to execute and deliver a Co-landlord consent in form and substance satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts cause such bailee to have such landlord/bailee execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; provided that any Subsidiary that is not a Loan Party can liquidate or dissolve, so long as the assets of such Subsidiary are transferred to a Loan Party and there would be no material adverse tax effect on the Borrower resulting from such transfer (as determined by Borrower); (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection CertificateCertificate (or at such times as the Collateral may be in transit or stored or being installed at customer sites), (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (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 Bank Borrower’s Board of any Key Person departing from or ceasing to be employed by a Co-Borrower Directors is not made within five ninety (590) days after his or her such Chief Executive Officer’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty twenty (3020) days prior written notice to Bank: (1) 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) in such Co-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) 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, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-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) to a landlord bailee other than to a bailee at a location already disclosed in the Perfection Certificate or baileeto a co-location facility, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 (and closely related businesses) by Co-Borrowers Borrower and such Subsidiary, as applicable, or other businesses reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five ten (510) days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Three Hundred Fifty Thousand Dollars ($250,000350,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Three Hundred Fifty Thousand Dollars ($250,000350,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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 Three Hundred Fifty Thousand Dollars ($350,000.00) of Borrower's assets or property, then Borrower will first receive the written consent of Bank, and the landlord of any such new offices or business locations, including warehouses, shall execute and deliver a Co-landlord consent in form and substance satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Three Hundred Fifty Thousand Dollars ($250,000350,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form 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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related related, or complementary, thereto; (b) liquidate or dissolve; or (c) fail permit a Change of Control; provided that the Myalept Spin-Out Transaction shall be permitted if the Successor Company acknowledges that the Liens granted hereunder (and, for the avoidance of doubt, under the Original Loan Agreement) with respect to provide notice any assets subject to Bank the Myalept Spin-Out Transaction continue to secure the Obligations and delivers a duly executed joinder to this Agreement as a co-borrower or otherwise as a joint and several obligor of any Key Person departing from or ceasing the Obligations to the extent of such Collateral and such other related documentation as Lender may reasonably request, all such documentation to be employed by a Coin form and substance reasonably satisfactory to Lender (the “Permitted Myalept Spin-Out Transaction”). Borrower within five (5) days after his or her departure from such Co-Borrower; or (d) shall not, and shall not permit or suffer any Change in Control. No Co-Borrower shallof its Subsidiaries to, without at least thirty fifteen (3015) days prior written notice to BankLender: (1) add any new offices or business locations, including warehouses (unless each such new offices office or business locations contain location contains less than Two Five Hundred Fifty Thousand Dollars ($250,000500,000) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000) 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), (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000) to a landlord or bailee, and Bank Lender and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will shall use commercially reasonable efforts to have such landlord/bailee execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to BankLender in its 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 business other than the businesses currently engaged in by Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing departs from or ceasing ceases to be employed by a Co-Borrower within five (5) days after his or her departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to Bank: (1) 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) in such Co-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) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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) of Borrower's assets or property, then Borrower will first receive the written consent of Bank, and the landlord of any such new offices or business locations, including warehouses, shall execute and deliver a Co-landlord consent in form and substance satisfactory to Bank. 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) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form 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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing if the Chief Executive Officer departs from or ceasing ceases to be employed by a Co-Borrower within five (5) days after his or her such departure from such Co-Borrower; or (d) permit or suffer 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. No Co-Borrower shallshall not, without at least thirty five (305) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

Changes in Business, Management. Ownership, 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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) fail (i) Borrower’s Chief Executive Officer ceases to provide notice hold such office with Borrower and a replacement satisfactory to Bank Borrower’s Board of any Key Person departing from or ceasing to be employed by a Co-Borrower Directors is not made within five thirty (530) days after his or her departure from such Co-Borrower; or (dii) permit or suffer any Change in ControlControl with respect to TrueCar; or (iii) permit either XxxxXxx.xxx or ALG to cease being a wholly-owned Subsidiary of TrueCar, except in connection with a transaction permitted by Section 7.3. No Co-Borrower shallshall not, without at least thirty five (305) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Five Million Dollars ($250,0005,000,000) in such Co-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 Five Million Dollars ($250,0005,000,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Five Million Dollars ($250,0005,000,000) to a landlord or baileebailee (other than Collateral held at co- location sites with a value not in excess of Five Million Dollars ($5,000,000)), and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will first receive the written consent of Bank, and shall use commercially reasonable efforts to have cause such landlord/bailee to execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to BankBank in its 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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days Business Days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control, excluding, however, the 2021 Merger. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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 Thousand Dollars ($100,000.00) of Borrower’s assets or property, then Borrower will first receive the written consent of Bank, and the landlord of any such new offices or business locations, including warehouses, shall execute and deliver a Co-landlord consent in form and substance satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Parent and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Parent and/or Borrower within five (5) days after his or her such Key Person’s departure from such Co-Parent and/or Borrower, as applicable; or (dii) permit or suffer any Change in ControlControl of Parent. No Co-Borrower shalland/or Parent shall not, without at least thirty (30) days prior written notice to Bank: (1) 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) in such Co-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) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower and/or Parent intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower and/or Parent intends to deliver the Collateral, then Borrower and/or Parent, as applicable, will first receive the written consent of Bank, and such Co-Borrower will use commercially reasonable efforts to have such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five ten (510) days Business Days after his or her departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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 Thousand Dollars ($100,000.00) of Borrower's assets or property, then Borrower will cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a Co-landlord consent in form and substance reasonably satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts cause such bailee to have such landlord/bailee execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit permit, allow or suffer to occur any Change in Control. No Co-Borrower shall, ; or (e) without at least thirty (30) days days’ prior written notice to Bank: , (1i) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Five Hundred Fifty Thousand Dollars ($250,000500,000) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2ii) change its jurisdiction of organization, (3iii) change its organizational structure or type, (4iv) change its legal name, or (5v) 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 ($500,000) of Borrower’s assets or property, then Borrower will use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a Co-landlord consent in form and substance satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have cause such landlord/bailee to execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers and such Subsidiary, as applicable, or reasonably related theretothereto or a natural extension thereof; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five ten (510) days Business Days after his or her departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shall, without at least thirty ten (3010) days prior written notice to Bank: (1) 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) in such Co-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) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to add any new offices or business locations, including warehouses, containing in excess of Two Hundred Fifty Thousand Dollars ($250,000) of such Co-Borrower’s assets or property, then such Co-Borrower will first 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 Bank. If a Co-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) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first cause such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related or ancillary thereto or logical extension thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve, except a Subsidiary of Borrower may liquidate or dissolve voluntarily into, and may merge with and into, Borrower, so long as Borrower is the surviving entity; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days Business Days after his or her departure from such Co-BorrowerKey Person’s departure; or (d) permit permit, allow or suffer to occur any Change in Control. No Co-Borrower shall, ; or (e) without at least thirty (30) days prior written notice to Bank: , (1i) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Five Hundred Fifty Thousand Dollars ($250,000500,000) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2ii), (ii) change its jurisdiction of organization, (3iii) change its organizational structure or type, (4iv) change its legal name, or (5v) 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 ($500,000) of Borrower’s assets or property, then Borrower will use commercially reasonable efforts to deliver to Bank a Co-landlord consent in form and substance satisfactory to Bank with respect to any such new offices or business locations, including warehouses. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have such landlord/bailee execute and deliver to Bank a landlord/bailee agreement in form and substance reasonably satisfactory to BankBank executed by such bailee.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto, or a natural extension thereof; (b) liquidate or dissolve; (c) fail to provide notice to Bank Agent of any Key Person departing from or ceasing to be employed by a Co-Borrower within five ten (510) days Business Days after his or her departure from such Co-Borrower; or (d) permit or suffer any Change in Control; provided that, notwithstanding the foregoing, the consummation of the transactions pursuant to the De-SPAC Agreement shall be permitted. No Co-Borrower shallshall not, without at least thirty fifteen (3015) days prior written notice to BankAgent: (1) 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) in such Co-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) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection CertificateCertificate or of which Borrower has previously notified Agent of in writing pursuant to this Section 7.2, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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) of Borrower’s assets or property, then Borrower will use commercially reasonable efforts for a Co-period of thirty (30) days 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 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) to a landlord or bailee, and Bank Agent and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts for a period of thirty (30) days to have cause such landlord/bailee to execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to BankAgent.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related theretoor incidental thereto or constituting a reasonable extension thereof; (b) liquidate or dissolvedissolve (unless all or substantially all of the assets of such liquidated or dissolved Borrower or Subsidiary, as applicable, are transferred to a Borrower or Guarantor); (c) fail to provide notice to Bank Agent and Lenders of any Key Person departing from or ceasing to be employed by a Co-Borrower within five ten (510) days Business Days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty ten (3010) days prior written notice to BankAgent: (1) 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) in such Co-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) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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 Million Dollars ($2,000,000) of Borrower’s assets or property, then Borrower will first provide Agent with the written notice required by the first sentence of this paragraph, and at the request of Agent shall obtain a Co-landlord consent executed by the landlord of such new office or business location, including warehouses, in form and substance reasonably 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 Million Dollars ($250,0002,000,000) to a landlord or bailee, and Bank Agent and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will first provide Agent with the written notice required by the first sentence of this paragraph, and at the request of Agent shall use commercially reasonable efforts to have such landlord/bailee execute and deliver obtain a landlord/bailee agreement executed by such bailee in form and substance reasonably satisfactory to BankAgent.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit permit, allow or suffer to occur any Change in Control. No Co-Borrower shall, ; or (e) without at least thirty (30) days prior written notice to Bank: , (1i) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000100,000) in such Co-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) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2ii) change its jurisdiction of organization, (3iii) change its organizational structure or type, (4iv) change its legal name, or (5v) 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) of Borrower’s assets or property, then Borrower will cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a Co-landlord consent in form and substance satisfactory to Bank. 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) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts cause such bailee to have such landlord/bailee execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her departure from such Co-Borrower; or (d) permit or suffer any Change in Control, other than the Permitted SPAC Transaction. No Co-Borrower shallshall not, without at least thirty twenty (3020) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000250,000.00) in such Co-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 ($250,000250,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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) of Borrower's assets or property, then Borrower will first receive the written consent of Bank, and the landlord of any such new offices or business locations, including warehouses, shall execute and deliver a Co-landlord consent in form and substance satisfactory to Bank in its reasonable discretion. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000250,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to BankBank in its 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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty fifteen (3015) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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 Thousand Dollars ($100,000.00) of Borrower's assets or property, then Borrower will first receive the written consent of Bank, and the landlord of any such new offices or business locations, including warehouses, shall execute and deliver a Co-landlord consent in form and substance satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolvedissolve (provided that any Subsidiary of Borrower which is not a Borrower or a Guarantor may liquidate or dissolve if its assets are transferred to Borrower or another Subsidiary of Borrower); (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her any such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Twenty-Five Thousand Dollars ($250,00025,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Twenty-Five Thousand Dollars ($250,00025,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Twenty-Five Thousand Dollars ($250,00025,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then Borrower and such Co-Borrower will use commercially reasonable efforts to have such landlord/bailee shall first execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

Changes in Business, Management. Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries Secured Guarantor to engage in any business other than the businesses currently engaged in by Co-Borrowers Borrower and such SubsidiarySecured Guarantor, as applicable, or reasonably related theretorelated, incidental or ancillary thereto or a natural extension thereof; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five fifteen (515) days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty ten (3010) days prior written notice to Bank: (1) add change its jurisdiction of organization, (2) change its organizational structure or type, (3) change its legal name, or (4) change any organizational number (if any) assigned by its jurisdiction of organization. Borrower shall provide written notice to Bank within five (5) Business Days after adding any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) in such Co-Borrower’s assets or property) or deliver delivering any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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 Thousand Dollars ($100,000.00) of Borrower’s assets or property, then Borrower will first cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a Co-landlord consent in form and substance reasonably satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts first cause such bailee to have such landlord/bailee execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve, except for any Permitted Dissolutions; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) 10 days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit permit, allow, or suffer to occur any Change in Control. No Co-Borrower shall, ; or (e) without at least thirty (30) days 10 days’ prior written notice to Bank: , (1i) 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) 250,000.00 in such Co-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) 250,000.00 to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2ii) change its jurisdiction of organization, (3iii) change its organizational structure or type, (4iv) change its legal name, or (5v) 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 will use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a Co-landlord consent in form and substance reasonably satisfactory to Bank. 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) 250,000.00 to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have cause such landlord/bailee to execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and each such Subsidiary, as applicable, or reasonably related theretothereto or consistent with business plans announced publicly prior to the Effective Date; (b) liquidate or dissolve; (c) fail to provide notice to Bank of have a change in management such that any Key Person departing from or ceasing ceases to be employed by a Co-Borrower within five (5) days after hold his or her departure from office with Borrower and a replacement satisfactory to the Board is not made within 90 days after such Co-Borrowerdeparture; or (d) permit or suffer any Change in Control. No Co-Borrower shall, and shall cause each of its Subsidiaries to, not, without at least thirty (30) 30 days prior written notice to Bank: (1i) 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) 200,000 in such Co-Borrower’s or any Subsidiary’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) 200,000 to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Representations and Warranties Certificate, (2ii) change its jurisdiction of organization, (3iii) change its organizational structure or type, (4iv) change its legal name, or (5v) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower or any Subsidiary intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000) 100,000 to a landlord bailee or baileeleased location, and Bank and such landlord/bailee or landlord are not already parties to a landlord/bailee agreement or landlord access agreement, as applicable, governing both the Collateral and the location to which Borrower or such Co-Borrower Subsidiary intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers and such SubsidiarySubsidiaries, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shall, without at least thirty (30) days prior written notice to Bank: (1a) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the any Perfection Certificate, (2b) change its jurisdiction of organization, (3c) change its organizational structure or type, (4d) change its legal name, or (5e) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-any Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to BankBank in its 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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related theretoor incidental thereto or constituting a reasonable extension thereof; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty ten (3010) days prior written notice to Bank: (1) add any new offices or business locationslocations in the United States, including warehouses (unless such new offices or business locations contain less than Two Five Hundred Fifty Thousand Dollars ($250,000500,000) in such Co-Borrower’s assets or property) property or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000) to a bailee at a location in the United States other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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 ($500,000) of Borrower’s assets or property, then Borrower and the landlord of any such new offices or business locations, including warehouses, shall execute and deliver a Co-landlord consent in form and substance reasonably satisfactory to Bank in Bank’s reasonable discretion (for any new offices or business locations containing Five Hundred Thousand Dollars ($500,000). If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then Borrower and such Co-Borrower will use commercially reasonable efforts to have such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank in Bank’s reasonable discretion (for any bailee location where the Collateral is valued at Five Hundred Thousand Dollars ($500,000)).

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related theretothereto and reasonable extensions thereof; (b) liquidate or dissolve, provided that any Subsidiary (which is not a Borrower) may liquidate or dissolve so long as its remaining assets are transferred to another Subsidiary or Borrower; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five ten (510) days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer 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. No Co-Borrower shallshall not, without at least thirty twenty (3020) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have such landlord/bailee execute first receive the written consent of Bank, and upon request of Bank, Borrower will deliver a landlord/bailee agreement executed by such bailee in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five ten (510) days Business Days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000250,000.00) in such Co-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 ($250,000250,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral (other than clinical compounds and/or clinical products in transit or clinical compounds and/or clinical products located and held for ordinary course of business purposes with a contract manufacturing organization or a contract research organization) valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then Borrower shall cause such Co-Borrower will use commercially reasonable efforts bailee to have such landlord/bailee execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days Business Days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer the consummation of any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank. Notwithstanding anything to the contrary contained herein, Borrower may add or deliver Collateral to Ordinary Course Third-Party Collateral Locations without prior notice to Bank, without obtaining Bank’s written consent and without delivering to Bank a bailee agreement with respect to any such location; provided, however, that with respect to Ordinary Course Customer/Collaborator Collateral Locations, Borrower may install no more than nine (9) of Borrower’s CorPath systems in the aggregate at any Ordinary Course Customer/Collaborator Collateral Locations in any calendar year without complying with the requirements of the immediately preceding paragraph. For the avoidance of doubt, any of Borrower’s Corpath systems installed in Ordinary Course Customer/Collaborator Collateral Locations prior to the Effective Date shall not count toward this nine (9) unit limitation for the 2018 calendar year.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days Business Days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty ten (3010) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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 Thousand Dollars ($100,000.00) of Borrower’s assets or property, then Borrower will first receive the written consent of Bank, and the landlord of any such new offices or business locations, including warehouses, shall execute and deliver a Co-landlord consent in form and substance satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days Business Days after his or her departure from such Co-Borrower; or (d) permit or suffer the consummation of any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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 ($100,000.00) of Borrower’s assets or property, then Borrower will first receive the written consent of Bank, and the landlord of any such new offices or business locations, including warehouses, shall execute and deliver a Co-landlord consent in form and substance satisfactory to Bank. 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 Fifty Thousand Dollars ($250,000200,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person the Chief Executive Officer departing from or ceasing to be employed by a Co-Borrower within five thirty (530) days after his or her the Chief Executive Officer’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty five (305) days (or such shorter time as may be agreed to by Bank in its sole discretion) prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Five Hundred Fifty Thousand Dollars ($250,000500,000) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000500,000) per bailee 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 Section 7.2, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If a Co-Borrower intends to deliver delivers 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 Five Hundred Fifty Thousand Dollars ($250,000500,000) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will first use commercially reasonable efforts to have obtain from such landlord/bailee execute and deliver a landlord/an executed bailee agreement in form and substance reasonably satisfactory to Bank. Notwithstanding the foregoing, Borrower hereby agrees upon Borrower adding any new office or business location, 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 Five Hundred Thousand Dollars ($500,000) of Collateral.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five (5) days Business Days after his or her such Key Person’s departure from such Co-Borrower; or (d) permit or suffer any Change in Control. No Co-Borrower shallshall not, without at least thirty (30) days Business Days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Ten Thousand Dollars ($250,00010,000.00) in such Co-Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Ten Thousand Dollars ($250,00010,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) 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 Ten Thousand Dollars ($10,000.00) of Borrower’s assets or property, then Borrower will first receive the written consent of Bank, and the landlord of any such new offices or business locations, including warehouses, shall execute and deliver a Co-landlord consent in form and substance satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Ten Thousand Dollars ($250,00010,000.00) to a landlord or bailee, and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have first receive the written consent of Bank, and such landlord/bailee shall execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.

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 Co-Borrowers Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolvedissolve or permit any of its Subsidiaries to liquidate or dissolve (unless the assets of such Subsidiaries are transferred to Borrower free and clear of all Liens); (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by a Co-Borrower within five ten (510) days after his or her such Key Person’s departure from Borrower (provided that, for the avoidance of doubt, such Co-Borrowernotice may be delivered electronically subject to compliance with the terms of this Agreement); or (d) permit permit, allow or suffer to occur any Change in Control. No Co-Borrower shall, ; or (e) without at least thirty (30) 30 days prior written notice to Bank: Bank (1or 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 Two Hundred Fifty Thousand Dollars ($250,000) 300,000.00 in such Co-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) 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, (2ii) change its jurisdiction of organization, (3iii) change its organizational structure or type, (4iv) change its legal name, or (5v) 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 $300,000.00 of Borrower’s assets or property, then Borrower will use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a Co-landlord consent in form and substance satisfactory to Bank. 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) 300,000.00 to a landlord or baileebailee (excluding any customer of Borrower), and Bank and such landlord/bailee are not already parties to a landlord/bailee agreement governing both the Collateral and the location to which such Co-Borrower intends to deliver the Collateral, then such Co-Borrower will use commercially reasonable efforts to have cause such landlord/bailee to execute and deliver a landlord/bailee agreement in form and substance reasonably satisfactory to Bank.