Common use of Changes in Business, Management Clause in Contracts

Changes in Business, Management. Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental 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 Borrower within ten (10) Business Days after such Key Person’s departure from Borrower; or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten (10) days prior written notice to 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 ($250,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) 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 deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Bank.

Changes in Business, Management. Ownership, Ownership or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental 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 Borrower within ten (10) Business Days after such Key Person’s his or her departure from Borrower; or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten thirty (1030) 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 ($250,000.00100,000) in 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 ($250,000.00100,000) 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 deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to Bank, unless such Collateral is only expected to be at such location for less than 90 days (provided that if any such Collateral is for any reason held at such location for more than 90 days, Borrower shall promptly cause such bailee to then execute and deliver a bailee agreement in form and substance reasonably satisfactory to Bank). Notwithstanding anything to the contrary contained in this Section 7.2 and without limiting anything contained in this Section 7.2, the Collateral shall be maintained at no more than three (3) bailee locations which are not subject to a bailee agreement in form and substance reasonably satisfactory to Bank.

Changes in Business, Management. Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve; or (c) (i) fail have a change in its chief executive officer after the Restatement Date unless a replacement for such chief executive officer is approved by Borrower’s Board of Directors, including those directors who are not employees or officers of Borrower, within ninety (90) days of the date of the resignation or termination of such chief executive officer (provided, however, Bank shall have no obligation to provide notice to Bank of fund any Key Person departing from or ceasing to be employed by Borrower within ten (10) Business Days after Credit Extension before any such Key Person’s departure from Borrowerreplacement has been made); or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) 40% of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity strategic investors so long as Borrower identifies to Bank the venture capital or private equity and strategic investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten (10) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses other than Permitted Locations (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00250,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00250,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection CertificateCertificate or a Permitted Location, (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 deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00250,000) to a baileebailee other than at a Permitted Location, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and use commercially reasonable efforts to obtain from such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to Bank.

Changes in Business, Management. Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve; or (c) (i) fail to provide notice to Bank have a change in its Chief Executive Officer or Chief Financial Officer unless the board of any Key Person departing from or ceasing to be employed by directors of Borrower replaces such officer within ten (10) Business Days after 90 days of such Key Person’s departure from Borrowerchange; or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) 40% of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten thirty (1030) 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 ($250,000.0010,000) in Borrower’s assets or property) or deliver any portion of the Collateral (other than Equipment with Borrower’s agents or employees in the ordinary course of business and Inventory in transit in the ordinary course of business) valued, individually or in the aggregate, in excess of Two Hundred Fifty Twenty Five Thousand Dollars ($250,000.0025,000) 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 deliver any portion of the Collateral (other than Equipment with Borrower’s agents or employees in the ordinary course of business and Inventory in transit in the ordinary course of business) valued, individually or in the aggregate, in excess of Two Hundred Fifty Twenty Five Thousand Dollars ($250,000.0025,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to BankBank in its sole discretion.

Changes in Business, Management. OwnershipControl, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve; or (c) (i) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by Borrower within ten (10) Business Days days after such Key Person’s departure from Borrower; or (iid) enter into permit or suffer any transaction or series of related transactions Change in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction)Control. Borrower shall not, without at least ten (10) 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 ($250,000.00150,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00150,000.00) 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 Fifty Thousand Dollars ($150,000.00) 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 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 ($250,000.00150,000.00) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and cause such bailee shall to execute and deliver a bailee agreement in form and substance reasonably satisfactory to Bank.

Changes in Business, Management. OwnershipControl, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve; or (c) (i) fail Borrower’s CEO 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 Borrower Directors is not made within ten thirty (1030) Business Days days after such Key Person’s his departure from Borrower; or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine forty percent (4940%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten thirty (1030) 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 Thousand Dollars ($250,000.0020,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Twenty Thousand Dollars ($250,000.0020,000) 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 deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Twenty Thousand Dollars ($20,000) to a bailee (other than Collateral held at co-location sites with a value not in excess of Seven Hundred Fifty Thousand Dollars ($250,000.00) to a bailee750,000)), and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to BankBank in its sole discretion.

Changes in Business, Management. OwnershipControl, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve; or (c) (i) at any time prior to the completion of Borrower’s IPO, fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by Borrower within ten five (105) Business Days days after such Key Person’s departure from Borrower; (d) permit, allow or suffer to occur any Change in Control (for clarity, with respect to an acquisition of Borrower, a Change in Control shall not be deemed to have occurred until the relevant transaction is consummated); or (iie) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten (10) days prior written notice to 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 ($250,000.00) 500,000.00 in Borrower’s assets or propertyproperty constituting Collateral (other than mobile equipment such as laptop computers in the possession of Borrower’s employees or agents)) or deliver any portion of the Collateral (other than mobile equipment such as laptop computers in the possession of Borrower’s employees or agents) valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) 500,000.00 to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (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 $500,000.00 of Borrower’s assets or property (other than mobile equipment such as laptop computers in the possession of Borrower’s employees or agents), 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 landlord consent in form and substance satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or (other than mobile equipment such as laptop computers in the aggregate, in excess possession of Two Hundred Fifty Thousand Dollars ($250,000.00Borrower’s employees or agents) to a bailee, to the extent that, after giving effect to such delivery, the aggregate amount of all Collateral maintained with such bailee would be $500,000.00 or more, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and shall use commercially reasonable efforts to cause such bailee shall to execute and deliver a bailee agreement in form and substance reasonably satisfactory to Bank.

Changes in Business, Management. Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve; or (c) (i) fail to provide notice to Bank have a change in Chief Executive Officer unless a replacement for such Chief Executive Officer is approved by Borrower’s Board of any Key Person departing from or ceasing to be employed Directors and engaged by Borrower within ten one hundred eighty (10180) Business Days after such Key Person’s departure from Borrowerdays; or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) % of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten (10) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Seventy-Five Thousand Dollars ($250,000.0075,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Seventy-Five Thousand Dollars ($250,000.0075,000) 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 deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Seventy-Five Thousand Dollars ($250,000.0075,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Bank.

Changes in Business, Management. Ownership, Ownership or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve; or (c) (i) fail to provide notice to Bank Collateral Agent and Lenders of any Key Person departing from or ceasing to be employed by Borrower within ten five (105) Business Days days after such Key Person’s his or her departure from Borrower; or (iid) enter into permit or suffer any transaction or series of related transactions Change in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction)Control. Borrower shall not, without at least ten (10) 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 ($250,000.00100,000) in 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 ($250,000.00100,000) 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 deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) to a bailee, and Bank Collateral Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of BankCollateral Agent, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to BankCollateral Agent in its reasonable discretion.

Changes in Business, Management. OwnershipControl, Business Locations, or Business LocationsJurisdiction of Formation. (a) Engage in or permit any material line of its Subsidiaries to engage in any business other than those lines of business conducted by Borrowers and their Subsidiaries on the date hereof and any businesses currently engaged in by Borrower and such Subsidiaryreasonably related, as applicable, or reasonably related complementary or incidental thereto; (b) liquidate thereto or dissolve; or (c) (i) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by reasonable extensions thereof. No Borrower within ten (10) Business Days after such Key Person’s departure from Borrower; or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall notwill, without at least ten (10) days prior written notice to Bank: (1i) change its jurisdiction of organization, (ii) change its organizational structure or type, (iii) change its legal name, (iv) change any organizational number (if any) assigned by its jurisdiction of organization, or (v) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00250,000) in such Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00250,000) 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 Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00250,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which such Borrower intends to deliver the Collateral, then such Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to Bank. Bank agrees not to deliver a notice to a bailee purporting to exercise dominion or control over any Collateral or any other similar direction or instruction under any bailee agreement with a Borrower unless an Event of Default has occurred and is continuing hereunder.

Changes in Business, Management. OwnershipControl, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any material line of business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related related, complementary or incidental theretothereto or reasonable extensions thereof; (b) liquidate or dissolve; or (c) (i) fail to provide notice to Bank of permit or suffer any Key Person departing from or ceasing to be employed by Change in Control. Neither Borrower within ten (10) Business Days after such Key Person’s departure from Borrower; or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall notshall, without at least ten thirty (1030) 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 ($250,000.0050,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.0050,000) 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 either Borrower intends to add any new offices or business locations, including warehouses, containing in excess of Fifty Thousand Dollars ($50,000) of Borrowers’ assets or property, then such Borrower will first provide prior written notice to Bank, and the landlord of any such new offices or business locations, including warehouses, shall execute and deliver a landlord consent in form and substance satisfactory to Bank. If either Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.0050,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which such Borrower intends to deliver the Collateral, then such Borrower will first receive the provide prior written consent of notice to Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Bank.

Changes in Business, Management. OwnershipControl, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve; or (c) (i) fail to provide notice to Bank of permit or suffer any Key Person departing from or ceasing to be employed by Borrower within ten (10) Business Days after such Key Person’s departure from Borrower; or (ii) enter into any transaction or series of related transactions Change in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction)Control. Borrower shall not, without at least ten thirty (1030) 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 ($250,000.00500,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000.00) 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 deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000.00) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to BankBank in its sole discretion.

Changes in Business, Management. Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or any business reasonably related or incidental thereto; (b) liquidate or dissolve; or (c) (i) fail to provide prompt notice to Bank of any Key Person Borrower’s chief executive officer departing from or ceasing to be employed by Borrower within ten (10) Business Days after in such Key Person’s departure from Borrowercapacity; or (ii) enter into consummate any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days (or such shorter period agreed to by Bank) prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten thirty (1030) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Seventy Five Thousand Dollars ($250,000.0075,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Seventy Five Thousand Dollars ($250,000.0075,000) 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 deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Seventy Five Thousand Dollars ($250,000.0075,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Bank.

Changes in Business, Management. Ownership, Ownership or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental 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 Borrower within ten five (105) Business Days days after such Key Person’s his or her departure from Borrower; or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine forty percent (4940%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten thirty (1030) 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 ($250,000.0050,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.0050,000) 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 or equivalent (if any) assigned by its jurisdiction of organization. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.0050,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance 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 Borrower and such Subsidiary, as applicable, or reasonably related or incidental 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 Borrower within ten five (105) Business Days days after such Key Person’s departure from Borrower; or (iid) enter into permit or suffer any transaction or series of related transactions Change in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction)Control. Borrower shall not, without at least ten thirty (1030) 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 ($250,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) 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 deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Bank.

Changes in Business, Management. OwnershipControl, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve; or (c) (i) fail to provide Bank with notice to Bank of any a change in the Key Person departing from or ceasing to be employed by Borrower within ten twenty (1020) Business Days after days of such Key Person’s departure from Borrowerchange; or (iid) enter into permit or suffer any transaction or series of related transactions Change in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction)Control. Borrower shall not, without at least ten (10) days prior written notice to Bank: (1) add any new offices or business locationslocations without written notice to Bank within thirty (30) days of such addition, including warehouses (unless such new offices or business locations contain less than Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) in 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 ($250,000.00100,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) without at least ten (10) days prior written notice to Bank, change its jurisdiction of organization, (3) without at least ten (10) days prior written notice to Bank, change its organizational structure or type, (4) without at least ten (10) days prior written notice to Bank, change its legal name, or (5) without at least ten (10) days prior written notice to Bank, change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and shall use commercially reasonable efforts to cause such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to Bank.

Changes in Business, Management. OwnershipControl, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve; or (c) (i) fail to provide notice to Bank Bank, within five Business Days of any such departure or cessation, if the Key Person departing departs from or ceasing ceases to be employed by Borrower within ten (10) Business Days after such Key Person’s departure from Borrower; or (iid) enter into permit or suffer any transaction or series of related transactions Change in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction)Control. Borrower shall not, without at least ten twenty (1020) days 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 ($250,000.00250,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of than Two Hundred Fifty Thousand Dollars ($250,000.00250,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection CertificateCertificate or previously notified to Bank in accordance with this paragraph, (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 than Two Hundred Fifty Thousand Dollars ($250,000) of Borrower's assets or property, then Borrower will use its commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance reasonably satisfactory to Bank. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of than Two Hundred Fifty Thousand Dollars ($250,000.00250,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Bank. Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential.

Changes in Business, Management. OwnershipControl, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower Borrowers and such Subsidiary, as applicable, or reasonably related or incidental 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 US Borrower within ten five (105) Business Days days after such Key Person’s departure from US Borrower; or (iid) enter into permit or suffer any transaction or series of related transactions Change in which the stockholders of Control. Neither Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall notshall, without at least ten fifteen (1015) 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 One Million Dollars ($250,000.001,000,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection CertificateCertificates or previously notified to Bank in accordance with 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 US Borrower intends to deliver delivers any portion of the Collateral valued, individually or in the aggregate, in excess of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000.00) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which US Borrower intends to deliver delivers the Collateral, then US Borrower will first receive the written consent of Bank, and use commercially reasonable efforts to obtain from such bailee shall execute and deliver a an executed bailee agreement in form and substance reasonably satisfactory to Bank.

Changes in Business, Management. OwnershipControl, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve; or (c) (i) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by Borrower within ten seven (107) Business Days days after such Key Person’s their departure from Borrower; (d) permit, allow or suffer to occur any Change in Control; or (iie) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten (10) 15 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 ($250,000.00) 100,000.00 in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) 250,000.00 to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (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) 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 or (b) the aggregate value of the Collateral at the leased location at 000 Xxxxx Xxxxx Xxxx, Sunnyvale, California at any time exceeds $250,000, then Borrower will cause the landlord of any such office or business location, including warehouses, to execute and deliver a 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 ($250,000.00) 250,000.00 to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and cause such bailee shall to execute and deliver a bailee agreement in form and substance satisfactory to Bank.

Changes in Business, Management. Ownership, Ownership or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve; or (c) (i) fail to provide notice to Bank of any the Key Person departing from or ceasing ceases to be employed by hold the office of Chief Executive Officer with Borrower and a replacement reasonably satisfactory to the board of directors of Borrower is not made within ten ninety (1090) Business Days days after such Key Person’s his departure from Borrower; or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the issuance and sale of Borrower’s equity securities in that certain private placement offering closed on November 6, 2013 or by the issuance and sale of Borrower’s equity securities in a public offering or to venture capital or investors, private equity investors or other bona fide financial investors so long as Borrower identifies to Bank the venture capital or private equity such investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten thirty (1030) days prior written notice to 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 ($250,000.00350,000) in 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 ($250,000.00350,000) 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 Except for assets (including clinical trial materials) in transit in the ordinary course, 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 ($250,000.00350,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and shall use commercially reasonable efforts to cause such bailee shall to execute and deliver a bailee agreement in form and substance satisfactory to Bank.

Changes in Business, Management. OwnershipControl, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve; or (c) (i) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by Borrower within ten (10) Business Days days after such Key Person’s departure from Borrower; or (iid) enter into permit or suffer any transaction or series of related transactions Change in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction)Control. Borrower shall not, without at least ten thirty (1030) 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 ($250,000.00150,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00150,000.00) 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 deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00150,000.00) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Bank.

Changes in Business, Management. OwnershipControl, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolvedissolve (except that a Subsidiary may liquidate or dissolve provided simultaneous therewith all of its assets are transferred to Borrower); or (c) (i) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by Borrower within ten five (105) Business Days after such Key Person’s his or her departure from Borrower; or (iid) enter into permit or suffer any transaction or series of related transactions Change in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction)Control. Borrower shall not, without at least ten fifteen (1015) 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 Hundred Fifty Thousand Dollars ($250,000.00250,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00250,000) 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 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 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 ($250,000.00250,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Bank.

Changes in Business, Management. Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve; or (c) (i) fail to provide notice to Bank of if any Key Person departing from or ceasing ceases to be employed by hold such office with Borrower and replacements satisfactory to Borrower’s board of directors are not made within ten ninety (1090) Business Days days after such Key Person’s departure from Borrower; or; or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine forty percent (4940%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten thirty (1030) 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 ($250,000.0050,000) in 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 ($250,000.00100,000) 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 deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to BankBank in its sole discretion.

Changes in Business, Management. OwnershipControl, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve; or (c) (i) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by Borrower within ten five (105) Business Days after such Key Person’s his or her departure from Borrower; or (iid) enter into permit or suffer any transaction or series of related transactions Change in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction)Control. Borrower shall not, without at least ten thirty (1030) 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 ($250,000.0025,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Twenty-Five Thousand Dollars ($250,000.0025,000) 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 Twenty-Five Thousand Dollars ($25,000) 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 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 ($250,000.0025,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Bank.

Changes in Business, Management. OwnershipControl, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolvedissolve or permit any of its Subsidiaries to liquidate or dissolve (except as permitted by Section 6.3); provided that any Subsidiary of the Borrower may liquidate, wind-up or dissolve itself as long as substantially all of its assets are transferred to the Borrower or a Guarantor; (c) (i) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by Borrower within ten (10) Business Days days after such Key Person’s their departure from Borrower; (d) permit, allow or suffer to occur any Change in Control; or (iie) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten thirty (1030) days prior written notice to Bank: , (1i) add any new offices or business locationslocations in the United States, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00) [*] in Borrower’s assets or propertyproperty (excluding tenant improvements)) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) [*] to a bailee at a location in the United States other than to a bailee and at a location already disclosed in the Perfection CertificateCertificate (excluding Inventory or other property held with contract manufacturers), (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 in the United States, including warehouses, containing in excess of [*] of Borrower’s assets or property (excluding Inventory or other property held with contract manufacturers), then Borrower will cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance reasonably satisfactory to 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 ($250,000.00) [*] to a baileebailee in the United States (excluding Inventory or other property held with contract manufacturers), and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and cause such bailee shall to execute and deliver a bailee agreement in form and substance reasonably satisfactory to Bank...

Changes in Business, Management. OwnershipControl, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolvedissolve (except that a Subsidiary may liquidate or dissolve provided simultaneous therewith all of its assets are transferred to Borrower); or (c) (i) fail to provide notice to Bank Agent and Lenders of any Key Person departing from or ceasing to be employed by Borrower within ten five (105) Business Days after such Key Person’s departure from Borrower; or (iid) enter into permit or suffer any transaction or series of related transactions Change in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction)Control. Borrower shall not, without at least ten fifteen (1015) days prior written notice to BankAgent: (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 ($250,000.00500,000) in 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 ($250,000.00500,000) 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 Borrower intends to add any new offices or business locations, including warehouses, containing in excess of One Million Dollars ($1,000,000) 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 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 One Million Dollars ($250,000.001,000,000) to a bailee, and Bank Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of BankAgent, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to BankAgent.

Changes in Business, Management. Ownership, Ownership or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve; or (c) (i) fail to provide notice to Bank have a change in CEO or CFO unless the Board appoints a successor CEO or CFO (which may include an interim or acting CEO and/or CFO) within 90 days of any Key Person departing from the resignation or ceasing to be employed by Borrower within ten (10) Business Days after such Key Person’s departure from Borrower; termination of the prior CEO or CFO or (ii) enter into consummate any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-forty nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank Agent the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank Agent a description of the material terms of the transaction). Borrower shall not, without at least ten five (105) 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 One Million Dollars ($250,000.001,000,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand One Million Dollars ($250,000.001,000,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection CertificateCertificate or to Borrower’s customers in the ordinary course of business, or (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 deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand One Million Dollars ($250,000.001,000,000) to a baileebailee (other than to Borrower’s customers in the ordinary course of business), and Bank Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of BankAgent, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to BankAgent in its sole discretion.

Changes in Business, Management. Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such SubsidiaryBusinesses, as applicable, or reasonably related or incidental 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 Borrower within ten (10) Business Days after such Key Person’s departure from Borrower; or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine forty percent (4940%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). Borrower shall not, without at least ten thirty (1030) 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 Three Million Dollars ($250,000.003,000,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Three Million Dollars ($250,000.003,000,000) 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 Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Three Million Dollars ($250,000.003,000,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to BankBank in its sole discretion.

Changes in Business, Management. OwnershipControl, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve; or (c) (i) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by Borrower within ten five (105) Business Days days after such Key Person’s departure from Borrower; or (ii) enter into permit or suffer any transaction or series of related transactions Change in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions unless (i) all Obligations are indefeasibly paid in full in cash contemporaneously with such transaction, and (ii) this Agreement is terminated by Borrower (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction)Control. Borrower shall not, without at least ten (10) 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 ($250,000.00100,000) in 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 ($250,000.00100,000) 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 deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Bank. Notwithstanding the foregoing, Borrower may, without Bank’s consent, maintain demo units at customer sites in the ordinary course of business consistent with Borrower’s existing practices.