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 thereto; (b) liquidate or dissolve; or (c) (i) have a change in senior management such that a Key Person resigns, is terminated, or is no longer actively involved in the management of the Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety (90) days after 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 percent (40.0%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Agent the venture capital investors prior to the closing of the transaction and provides to Agent a description of the material terms of the transaction). Borrower shall not, without at least thirty (30) days prior written notice to Agent: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Thousand Dollars ($25,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars. ($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 deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars ($25,000.00) per location to a bailee, and Agent, for the benefit of Lenders, and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Agent, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to Agent.

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 thereto; (b) liquidate or dissolve; or (c) (i) have a change in senior management such that a fail to provide notice to Bank of any Key Person resigns, is terminated, departing from or is no longer actively involved in the management of the ceasing to be employed by Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety five (905) days after 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 forty-nine percent (40.049%) 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 Agent Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Agent Bank a description of the material terms of the transaction). Borrower shall not, without at least thirty ten (3010) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Fifty Thousand Dollars ($25,000.0050,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Fifty Thousand Dollars. Dollars ($25,000.0050,000) 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 Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Fifty Thousand Dollars ($25,000.0050,000) per location to a bailee, and Agent, for the benefit of Lenders, 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 AgentBank, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank in its reasonable 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 thereto; (b) liquidate or dissolve; or (c) (i) have a change in senior management such that a fail to provide notice to Bank of any Key Person resigns, is terminated, departing from or is no longer actively involved in the management of the ceasing to be employed by Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety ten (9010) 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 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)Control. Borrower shall not, without at least thirty ten (3010) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five One Hundred Fifty Thousand Dollars ($25,000.00150,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five One Hundred Fifty Thousand Dollars. Dollars ($25,000.00150,000.00) 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 Twenty-Five One Hundred Fifty Thousand Dollars ($25,000.00150,000.00) per location to a bailee, and Agent, for the benefit of Lenders, 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 Agent, and cause such bailee shall to execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank.

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 as of the Effective Date and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) ) (i) have a change in senior management such that a any Key Person resigns, is terminated, or is no longer shall cease to be actively involved engaged in the management of the Borrower in his/her current position unless a replacement for such Key Person is approved by Borrower’s Board of Directors and is not replaced with a person reasonably acceptable to Agent engaged by Borrower within ninety one hundred eighty (90180) days after departure from Borrowerof such change; or (ii) enter into close any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty forty-nine percent (40.049%) 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 offering, a private placement of public equity, or to venture capital or strategic investors so long as Borrower identifies to Agent Bank the venture capital or strategic investors at least seven (7) Business Days prior to the closing of the transaction and provides to Agent a description of the material terms of the transaction). Borrower shall not, without at least thirty (30) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five One Hundred Fifty Thousand Dollars ($25,000.00150,000) in Borrower’s assets or propertyof Collateral) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five One Hundred Fifty Thousand Dollars. Dollars ($25,000.00150,000) 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 Twenty-Five One Hundred Fifty Thousand Dollars ($25,000.00) per location to a bailee150,000), and Agent, for the benefit of Lenders, 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 AgentBank, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank.

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 thereto; (b) liquidate or dissolve; or (c) (i) have a change in senior management its Chief Executive Officer or Chief Financial Officer unless the board of directors of Borrower replaces such that a Key Person resigns, is terminated, or is no longer actively involved in the management officer within 90 days of the Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety (90) days after departure from Borrowersuch change; 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 percent (40.0%) 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 Agent Bank the venture capital investors prior to the closing of the transaction and provides to Agent Bank a description of the material terms of the transaction). Borrower shall not, without at least thirty (30) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Ten Thousand Dollars ($25,000.0010,000) 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 Twenty-Twenty Five Thousand Dollars. Dollars ($25,000.0025,000) 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 Twenty-Twenty Five Thousand Dollars ($25,000.0025,000) per location to a bailee, and Agent, for the benefit of Lenders, 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 AgentBank, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank 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 thereto; (b) liquidate or dissolve; or (c) ) (i) have Borrower’s CEO ceases to hold such office with Borrower and a change in senior management such that a Key Person resigns, is terminated, or is no longer actively involved in the management replacement satisfactory to Borrower’s Board of the Borrower in his/her current position and Directors is not replaced with a person reasonably acceptable to Agent made within ninety thirty (9030) days after 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 percent (40.040%) 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 Bank the venture capital investors prior to the closing of the transaction and provides to Agent Bank a description of the material terms of the transaction). Borrower shall not, without at least thirty (30) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Twenty Thousand Dollars ($25,000.0020,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Twenty Thousand Dollars. Dollars ($25,000.0020,000) 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 Twenty-Five Twenty Thousand Dollars ($25,000.0020,000) per location to a baileebailee (other than Collateral held at co-location sites with a value not in excess of Seven Hundred Fifty Thousand Dollars ($750,000)), and Agent, for the benefit of Lenders, 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 AgentBank, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank 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) have a change in senior management such that a at any time prior to the completion of Borrower’s IPO, fail to provide notice to Bank of any Key Person resigns, is terminated, departing from or is no longer actively involved in the management of the ceasing to be employed by Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety five (905) 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 percent (40.0%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Agent the venture capital investors prior to the closing of the transaction and provides to Agent a description of the material terms of the transaction). Borrower shall not, without at least thirty ten (3010) days prior written notice to Agent: Bank, (1i) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Thousand Dollars ($25,000.00) 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 Twenty-Five Thousand Dollars. ($25,000.00) 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 Twenty-Five Thousand Dollars ($25,000.00Borrower’s employees or agents) per location to a bailee, to the extent that, after giving effect to such delivery, the aggregate amount of all Collateral maintained with such bailee would be $500,000.00 or more, and Agent, for the benefit of Lenders, 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 Agent, 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 AgentBank.

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 thereto; (b) liquidate or dissolve; or (c) (i) have a change in senior management such that a fail to provide notice to Bank of any Key Person resigns, is terminated, departing from or is no longer actively involved in the management of the ceasing to be employed by Borrower in his/within ten (10) Business Days after his or her current position and is not replaced with a person reasonably acceptable to Agent within ninety (90) days after 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 forty-nine percent (40.049%) 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 Agent Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Agent Bank a description of the material terms of the transaction). Borrower shall not, without at least thirty (30) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five One Hundred Thousand Dollars ($25,000.00100,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five One Hundred Thousand Dollars. Dollars ($25,000.00100,000) 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 Twenty-Five One Hundred Thousand Dollars ($25,000.00100,000) per location to a bailee, and Agent, for the benefit of Lenders, 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 Agent, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank, unless such Collateral is only expected to be at such location for less than 90 days (provided that if any such Collateral is for any reason held at such location for more than 90 days, Borrower shall promptly cause such bailee to then execute and deliver a bailee agreement in form and substance reasonably satisfactory to Bank). 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) have a change in senior management such that a fail to provide notice to Bank of any Key Person resigns, is terminated, departing from or is no longer actively involved in the management of the ceasing to be employed by Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety ten (9010) days 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 forty-nine percent (40.049%) 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 Agent Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Agent Bank a description of the material terms of the transaction). Borrower shall not, without at least thirty ten (3010) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000.00250,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Two Hundred Fifty Thousand Dollars. Dollars ($25,000.00250,000.00) 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 Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000.00250,000.00) per location to a bailee, and Agent, for the benefit of Lenders, 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 AgentBank, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank.

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 thereto; (b) liquidate or dissolve; or (c) ) (i) have a change in senior management its chief executive officer after the Restatement Date unless a replacement for such that a Key Person resignschief executive officer is approved by Borrower’s Board of Directors, is terminatedincluding those directors who are not employees or officers of Borrower, or is no longer actively involved in the management of the Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety (90) days after departure from Borrowerof the date of the resignation or termination of such chief executive officer (provided, however, Bank shall have no obligation to fund any Credit Extension before any such replacement has been made); or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty percent (40.0%) 40% of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or strategic investors so long as Borrower identifies to Agent Bank the venture capital and strategic investors prior to the closing of the transaction and provides to Agent Bank a description of the material terms of the transaction). Borrower shall not, without at least thirty ten (3010) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses other than Permitted Locations (unless such new offices or business locations contain less than Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000.00250,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Two Hundred Fifty Thousand Dollars. Dollars ($25,000.00250,000) 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 Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000.00250,000) per location to a baileebailee other than at a Permitted Location, and Agent, for the benefit of Lenders, 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 Agent, and use commercially reasonable efforts to obtain from such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank.

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 thereto; (b) liquidate or dissolve; or (c) (i) have a change in senior management such that a fail to provide notice to Agent and Lenders of any Key Person resigns, is terminated, departing from or is no longer actively involved in the management of the ceasing to be employed by Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety five (905) 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 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)Control. Borrower shall not, without at least thirty ten (3010) days prior written notice to Agent: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Hundred Thousand Dollars ($25,000.00500,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Seven Hundred Fifty Thousand Dollars. Dollars ($25,000.00750,000.00) 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 landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Seven Hundred Fifty Thousand Dollars ($25,000.00750,000.00) per location to a bailee, and Agent, for the benefit of Lenders, 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 Agent, and shall cause such bailee shall to execute and deliver a bailee agreement in form and substance reasonably satisfactory to Agent.

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 thereto; (b) liquidate or dissolve; or (c) (i) have fail to provide Bank with notice of a change in senior management such that a the Key Person resigns, is terminated, or is no longer actively involved in the management of the Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety twenty (9020) days after departure from Borrowerof such change; 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 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)Control. Borrower shall not, without at least thirty (30) days prior written notice to Agent: (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 Twenty-Five One Hundred Thousand Dollars ($25,000.00100,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five One Hundred Thousand Dollars. Dollars ($25,000.00100,000) 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 Twenty-Five One Hundred Thousand Dollars ($25,000.00100,000) per location to a bailee, and Agent, for the benefit of Lenders, 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 Agent, and shall use commercially reasonable efforts to cause such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank.

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 thereto; (b) liquidate or dissolve; or (c) (i) have a change in senior management such that a fail to provide notice to Collateral Agent and Lenders of any Key Person resigns, is terminated, departing from or is no longer actively involved in the management of the ceasing to be employed by Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety five (905) days after 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 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)Control. Borrower shall not, without at least thirty ten (3010) days prior written notice to Collateral Agent: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five One Hundred Thousand Dollars ($25,000.00100,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five One Hundred Thousand Dollars. Dollars ($25,000.00100,000) 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 Twenty-Five One Hundred Thousand Dollars ($25,000.00100,000) per location to a bailee, and Agent, for the benefit of Lenders, 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 Collateral Agent, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentCollateral Agent in its reasonable 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 thereto (for clarity, the technology, healthcare, wellness, beauty or personal care industries which Borrower is currently engaged in shall be considered reasonably related thereto); (b) liquidate or dissolve; or (c) (i) have a change in senior management such that a fail to provide notice to Bank of any Key Person resigns, is terminated, departing from or is no longer actively involved in the management of the ceasing to be employed by Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety five (905) days 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 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)Control. Borrower shall not, without at least thirty ten (3010) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Hundred Thousand Dollars ($25,000.00500,000.00) in Borrower’s assets or property) property or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Hundred Thousand Dollars. Dollars ($25,000.00500,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, 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 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 Twenty-Five Hundred Thousand Dollars ($25,000.00500,000.00) per location to a bailee, and Agent, for the benefit of Lenders, 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 AgentBank, and shall use commercially reasonably efforts to cause such bailee shall to execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank, 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. 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 thereto; (b) liquidate or dissolve; or (c) (i) have a change in senior management such that a fail to provide notice to Bank of any Key Person resigns, is terminated, departing from or is no longer actively involved in the management of the ceasing to be employed by Borrower in his/within five (5) Business Days after his or her current position and is not replaced with a person reasonably acceptable to Agent within ninety (90) days after departure from Borrower; or (iid) enter into permit or suffer the consummation of 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 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)Control. Borrower shall not, without at least thirty (30) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five One Hundred Thousand Dollars ($25,000.00100,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five One Hundred Thousand Dollars. Dollars ($25,000.00100,000.00) 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 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 Twenty-Five Two Hundred Thousand Dollars ($25,000.00200,000.00) per location to a bailee, and Agent, for the benefit of Lenders, 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 AgentBank, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank.

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 theretorelated, complementary or incidental thereto or reasonable extensions thereof; (b) liquidate or dissolve; or (c) (i) have a change permit or suffer any Change in senior management such that a Key Person resigns, is terminated, or is no longer actively involved in the management of the Control. Neither Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety (90) days after 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 percent (40.0%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Agent the venture capital investors prior to the closing of the transaction and provides to Agent a description of the material terms of the transaction). Borrower shall notshall, without at least thirty (30) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Fifty Thousand Dollars ($25,000.0050,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Fifty Thousand Dollars. Dollars ($25,000.0050,000) 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 Twenty-Five Fifty Thousand Dollars ($25,000.0050,000) per location to a bailee, and Agent, for the benefit of Lenders, 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 Agentnotice to Bank, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank.

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 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; or (c) (i) have a change in senior management such that a fail to provide notice to Bank of any Key Person resigns, is terminated, departing from or is no longer actively involved in the management of the ceasing to be employed by Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety ten (9010) 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 Control except where 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 Loan Documents (other than by the sale of BorrowerWarrant) and Bank’s equity securities obligations to extend credit thereunder are terminated and all Obligations (other than inchoate indemnity obligations) are indefeasibly repaid in a public offering or to venture capital investors so long as Borrower identifies to Agent the venture capital investors full prior to or simultaneously with the closing of the transaction and provides to Agent a description of the material terms of the transaction)which results in such Change in Control. Borrower shall not, without at least thirty twenty (3020) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five One Hundred Thousand Dollars ($25,000.00100,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five One Hundred Thousand Dollars. Dollars ($25,000.00100,000.00) 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 Twenty-Five One Hundred Thousand Dollars ($25,000.00100,000.00) per location to a bailee, and Agent, for the benefit of Lenders, 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 AgentBank, and such bailee shall execute and upon request of Bank, Borrower will deliver a bailee agreement executed by such bailee in form and substance reasonably satisfactory to AgentBank.

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 thereto; (b) liquidate or dissolvedissolve or permit any of its Subsidiaries to liquidate or dissolve (unless the assets thereof are distributed to Borrower free and clean of all Liens); or (c) (i) have a change in senior management such that a fail to provide notice to Agent and the Lenders of any Key Person resigns, is terminated, departing from or is no longer actively involved in the management of the ceasing to be employed by Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety five (905) days Business Days after such Key Person’s 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 percent (40.0%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Agent the venture capital investors prior to the closing of the transaction and provides to Agent a description of the material terms of the transaction). Borrower shall not, without at least thirty ten (3010) days prior written notice to Agent: , (1i) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Thousand Dollars ($25,000.00) 250,000.00 in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars. ($25,000.00) 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 Borrower intends to add any new offices or business locations, including warehouses, containing in excess of $250,000.00 of Borrower’s assets or property, then Borrower shall use commercially reasonable efforts to cause the landlord of any such new offices or business locations, including warehouses, to execute and deliver a landlord consent in form and substance satisfactory to Agent. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars ($25,000.00) per location 250,000.00 to a bailee, and Agent, for the benefit of Lenders, 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 Agent, 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 Agent. The provisions of this paragraph do not apply to mobile computer or cellphone equipment in the possession of Borrower’s employees in the ordinary course of business.

Changes in Business, Management. 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 the Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) have permit a change in senior management such that a Key Person resigns, is terminated, or is no longer actively involved in the management Change of the Borrower in his/her current position and is not replaced with a person reasonably acceptable Control to Agent within ninety (90) days after 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 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)occur. The Borrower shall not, and shall not permit any of its Subsidiaries to, without at least thirty fifteen (3015) days days’ prior written notice to the Agent: (1) add any new offices or business locations, including warehouses (unless each such new offices office or business locations contain location contains less than Twenty-Five Hundred Thousand Dollars ($25,000.00500,000) in the Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Hundred Thousand Dollars. Dollars ($25,000.00500,000) 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 Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Hundred Thousand Dollars ($25,000.00500,000) per location to a bailee, and Agent, for the benefit of Lenders, Agent and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which the Borrower intends to deliver the Collateral, then the Borrower will first receive the written consent of Agent, and such bailee shall execute and use reasonable efforts to deliver a bailee agreement in form and substance reasonably satisfactory to Agentthe Agent (at the direction of the Required Lenders) in its reasonable discretion prior thereto.

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 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) have a change in senior management such that a fail to provide notice to Agent and Lenders of any Key Person resigns, is terminated, departing from or is no longer actively involved in the management of the ceasing to be employed by Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety five (905) days 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 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)Control. Borrower shall not, without at least thirty fifteen (3015) days prior written notice to Agent: (1A) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Hundred Thousand Dollars ($25,000.00500,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Hundred Thousand Dollars. Dollars ($25,000.00500,000) 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 Twenty-Five Thousand One Million Dollars ($25,000.001,000,000) per location to a bailee, and Agent, for the benefit of Lenders, 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 Agent, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to Agent.

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 thereto; (b) liquidate or dissolve; or (c) ) (i) have a change in senior management such that CEO or CFO unless the Board appoints a Key Person resigns, is terminated, successor CEO or is no longer actively involved in the management CFO (which may include an interim or acting CEO and/or CFO) within 90 days of the Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety (90) days after departure from Borrower; resignation or 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 nine percent (40.049%) 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 at least seven (7) Business Days prior to the closing of the transaction and provides to Agent a description of the material terms of the transaction). Borrower shall not, without at least thirty five (305) days prior written notice to Agent: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Thousand One Million Dollars ($25,000.001,000,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars. One Million Dollars ($25,000.001,000,000) 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 Twenty-Five Thousand One Million Dollars ($25,000.001,000,000) per location to a baileebailee (other than to Borrower’s customers in the ordinary course of business), and Agent, for the benefit of Lenders, 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 Agent, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentAgent in its sole discretion.

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 thereto; (b) liquidate or dissolve; or (c) (i) have a change in senior management such that a Key Person resigns, is terminated, or is no longer actively involved in the management of the Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety (90) days after 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 percent (40.040%) 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 Bank the venture capital investors prior to the closing of the transaction and provides to Agent Bank a description of the material terms of the transaction). Borrower shall not, without at least thirty fifteen (3015) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Twenty Five Thousand Dollars ($25,000.0025,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars. ($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 , or (6) deliver any portion of the Collateral valuedto a bailee, individually or in the aggregate, in excess of Twenty-unless (i) such bailee location contains less than Twenty Five Thousand Dollars ($25,000.0025,000) per location to a bailee, and Agent, for the benefit of Lenders, in Borrower’s assets or property or (ii) Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral. Borrower hereby agrees upon Borrower adding any new office or business location, then including any warehouse, Borrower will first receive the written cause its landlord to enter into a landlord consent in favor of AgentBank prior to such new office or business location containing Twenty Five Thousand Dollars ($25,000) of Collateral. Borrower hereby agrees that prior to Borrower delivering any Collateral to a bailee, and Borrower shall cause such bailee shall to execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank.

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 thereto; (b) liquidate or dissolve; or (c) (i) have a change in senior management such that a Key Person resigns, is terminated, or is no longer actively involved in the management of the Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety (90) days after 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 percent (40.040%) 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 Agent Bank the venture capital or private equity investors prior to the closing of the transaction and provides to Agent Bank a description of the material terms of the transaction). Borrower shall not, without at least thirty (30) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Thousand Three Million Dollars ($25,000.003,000,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars. Three Million Dollars ($25,000.003,000,000) 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 Twenty-Five Thousand Three Million Dollars ($25,000.003,000,000) per location to a bailee, and Agent, for the benefit of Lenders, 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 AgentBank, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank 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 reasonably related thereto; (b) liquidate or dissolve; or (c) fail to provide notice to Bank if the Chief Executive Officer departs from or ceases to be employed by Borrower within five (i) have a change in senior management such that a Key Person resigns, is terminated, or is no longer actively involved in the management of the Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety (905) days after such departure from Borrower; (d) permit or suffer a Change in Control with respect to Agenus; 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 if Agenus owns less than forty one hundred percent (40.0100.0%) of the voting stock equity interests 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)Antigenics. Borrower shall not, without at least thirty five (305) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five One Hundred Thousand Dollars ($25,000.00100,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five One Hundred Thousand Dollars. Dollars ($25,000.00100,000.00) 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 Twenty-Five One Hundred Thousand Dollars ($25,000.00100,000.00) per location to a bailee, and Agent, for the benefit of Lenders, 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 AgentBank, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank.

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 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) have a change in senior management such that a fail to provide notice to Bank of any Key Person resigns, is terminated, departing from or is no longer actively involved in the management of the ceasing to be employed by Borrower in his/within five (5) Business Days after his or her current position and is not replaced with a person reasonably acceptable to Agent within ninety (90) days after 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 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)Control. Borrower shall not, without at least thirty fifteen (3015) days prior written notice to AgentBank: (1A) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000.00250,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Two Hundred Fifty Thousand Dollars. Dollars ($25,000.00250,000) 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 Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000.00250,000) per location to a bailee, and Agent, for the benefit of Lenders, 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 AgentBank, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank.

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 related, or complementary, thereto; (b) liquidate or dissolve; or (c) 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 (iand, for the avoidance of doubt, under the Original Loan Agreement) have with respect to any assets subject to the Myalept Spin-Out Transaction continue to secure the Obligations and delivers a change in senior management such that duly executed joinder to this Agreement as a Key Person resigns, is terminated, co-borrower or is no longer actively involved in the management otherwise as a joint and several obligor of the Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety (90) days after 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 Obligations 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 extent of such transactions Collateral and such other related documentation as Lender may reasonably request, all such documentation to be in form and substance reasonably satisfactory to Lender (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“Permitted Myalept Spin-Out Transaction”). Borrower shall not, and shall not permit any of its Subsidiaries to, without at least thirty fifteen (3015) days prior written notice to AgentLender: (1) add any new offices or business locations, including warehouses (unless each such new offices office or business locations contain location contains less than Twenty-Five Hundred Thousand Dollars ($25,000.00500,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Hundred Thousand Dollars. Dollars ($25,000.00500,000) 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 Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Hundred Thousand Dollars ($25,000.00500,000) per location to a bailee, and Agent, for the benefit of Lenders, Lender 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 Agent, and such bailee shall execute and use reasonable efforts to deliver a bailee agreement in form and substance reasonably satisfactory to AgentLender in its reasonable discretion prior thereto.

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 thereto; (b) liquidate or dissolve; or (c) (i) have a change in senior management such that if a Key Person resigns, is terminated, or is no longer actively involved in the management of the Borrower in his/her his current position and is not replaced with unless either (A) a person reasonably acceptable to Agent replacement officer approved by Borrower’s Boards of Directors has been engaged within ninety (90) days after such Key Person’s departure from Borrower (with notice of such engagement provided to Lenders) or (B) within ninety (90) days after such Key Person’s departure from Borrower, Borrower has delivered to Lenders a copy of a plan approved by Borrower’s Boards of Directors outlining a course of action with respect to the replacement of such Key Person; 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 percent (40.0%) 50% of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital institutional investors so long as Borrower identifies to Agent Lenders the venture capital institutional investors prior to the closing of the transaction), unless all Obligations (including any applicable Prepayment Fee and the Final Payment) are repaid in full by Borrower in accordance with Section 2.2(d) hereof prior to or substantially contemporaneously with closing of such transaction and provides to Agent a description this Agreement is terminated (other than those provisions which by their terms survive the termination of the material terms of the transactionthis Agreement). Borrower shall not, without at least thirty (30) days prior written notice to AgentLenders: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Ten Thousand Dollars ($25,000.0010,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars. ($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 deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars ($25,000.00) per location to a bailee, and Agent, for the benefit of Lenders, and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Agent, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to Agent.

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, 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) (i) have a change in senior management such that a any Key Person resigns, is terminated, or is no longer shall cease to be actively involved engaged in the day-to-day management of the Borrower in his/her current position and unless written notice thereof is not replaced with a person reasonably acceptable provided to Collateral Agent within ninety (90) days after departure from Borrower; 10 Business Days of such change, 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 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 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 transaction) resulting in any “person” or “group” (as such terms are used in Sections 13(d) and provides to Agent a description 14(d) of the material terms Exchange Act or any successor provisions to either of the transactionforegoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, except that a person will be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the voting stock of Borrower. Borrower shall not, without at least thirty (30) days days’ prior written notice to Collateral 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 Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000.00250,000.00) in Borrower’s assets or property) property of Borrower or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars. its Subsidiaries at such location); ($25,000.00) 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 deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars ($25,000.00) per location to a bailee, and Agent, for the benefit of Lenders, and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Agent, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to Agent.

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 thereto; (b) liquidate or dissolve; or (c) (i) have a change in senior management such that a fail to provide notice to Bank of any Key Person resigns, is terminated, departing from or is no longer actively involved in the management of the ceasing to be employed by Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety ten (9010) days 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 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)Control. Borrower shall not, without at least thirty ten (3010) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000.00250,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Two Hundred Fifty Thousand Dollars. Dollars ($25,000.00250,000.00) 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 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 Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000.00250,000.00) per location to a bailee, and Agent, for the benefit of Lenders, 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 Agent, and such bailee shall execute and deliver use commercially reasonable efforts to obtain a bailee agreement executed by the bailee in form and substance reasonably satisfactory to AgentBank in its reasonable discretion.

Changes in Business, Management. OwnershipControl, Business Locations, or Business Locations. Jurisdiction of Formation. (a) Engage in or permit any material line of its Subsidiaries to engage in any business other than those lines of business conducted by Borrowers and their Subsidiaries on the date hereof and any businesses currently engaged in by reasonably related, complementary or incidental thereto or reasonable extensions thereof. No Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) have a change in senior management such that a Key Person resigns, is terminated, or is no longer actively involved in the management of the Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety (90) days after 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 percent (40.0%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Agent the venture capital investors prior to the closing of the transaction and provides to Agent a description of the material terms of the transaction). Borrower shall notwill, without at least thirty (30) days prior written notice to AgentBank: (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 Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000.00250,000) in such Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Two Hundred Fifty Thousand Dollars. Dollars ($25,000.00250,000) 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 Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000.00250,000) per location to a bailee, and Agent, for the benefit of Lenders, 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 AgentBank, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank. 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. 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 or such Subsidiary, as applicable, as of the Effective Date or reasonably related related, incidental or ancillary thereto; (b) liquidate or dissolve; or (c) ) (i) have a change in senior management such that a permit Key Person resigns, is terminated, or is no longer to cease being actively involved engaged in the management of the Borrower in his/her current position and unless written notice thereof is not replaced with a person reasonably acceptable provided to Collateral Agent within ninety ten (9010) days after departure from Borrower; of such cessation, or (ii) enter into any transaction or series of related transactions in which (A) the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty percent (40.0%) 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 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 investors prior to the closing of the transaction transaction) and provides (B) Borrower ceases to Agent a description own (i) 100% of the material terms ownership interests of a Foreign Subsidiary of Borrower or (ii) at least 80% of the transaction)ownership interests of a Domestic Subsidiary of Borrower. Borrower shall not, without at least thirty (30) days days’ prior written notice to Collateral Agent: (1A) add any new offices or business locations, including warehouses (unless each such new offices office or business locations contain location contains less than Twenty-Five Hundred Thousand Dollars ($25,000.00500,000.00) in Borrower’s assets or property) property of Borrower or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars. its Subsidiaries); ($25,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2B) change its respective jurisdiction of organization, (3C) change its respective organizational structure or type, (4D) change its respective legal name, or (5E) change any organizational number (if any) assigned by its respective jurisdiction of organization. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars ($25,000.00) per location to a bailee, and Agent, for the benefit of Lenders, and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Agent, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to Agent.

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) have a change in senior management fail to provide notice to Bank, within five Business Days of such that a departure or cessation, if the Key Person resigns, is terminated, departs from or is no longer actively involved in the management of the Borrower in his/her current position and is not replaced with a person reasonably acceptable ceases to Agent within ninety (90) days after departure from be employed by 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 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)Control. Borrower shall not, without at least thirty twenty (3020) days days’ prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000.00250,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five than Two Hundred Fifty Thousand Dollars. Dollars ($25,000.00250,000) 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 Twenty-Five than Two Hundred Fifty Thousand Dollars ($25,000.00250,000) per location to a bailee, and Agent, for the benefit of Lenders, 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 AgentBank, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank.

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 thereto; (b) liquidate or dissolve; or (c) ) (i) have a change in senior management such that a the Key Person resigns, is terminated, or is no longer actively involved in ceases to hold the management office of Chief Executive Officer with Borrower and a replacement reasonably satisfactory to the board of directors of Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent made within ninety (90) days after 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 forty-nine percent (40.049%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the issuance and sale of Borrower’s equity securities in that certain private placement offering closed on November 6, 2013 or by the issuance and sale of Borrower’s equity securities in a public offering or to venture capital investors, private equity investors or other bona fide financial investors so long as Borrower identifies to Agent the venture capital Bank such investors prior to the closing of the transaction and provides to Agent Bank a description of the material terms of the transaction). Borrower shall not, without at least thirty (30) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Three Hundred Fifty Thousand Dollars ($25,000.00350,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Three Hundred Fifty Thousand Dollars. Dollars ($25,000.00350,000) 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 Twenty-Five Three Hundred Fifty Thousand Dollars ($25,000.00350,000) per location to a bailee, and Agent, for the benefit of Lenders, 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 Agent, 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 AgentBank.

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, of the Effective Date or reasonably related thereto; (b) liquidate or dissolve, provided that any Subsidiary may liquidate or dissolve into Borrower; or (c) (i) have a change in senior management such that a any Key Person resigns, is terminated, or is no longer shall cease to be actively involved engaged in the management of the Borrower in his/her current position unless a replacement for such Key Person is approved by Borrower’s Board of Directors and is not replaced with a person reasonably acceptable to Agent engaged by Borrower within ninety one hundred eighty (90180) days after departure from Borrower; of such change (it being understood, for the avoidance of doubt, that the appointment of an interim replacement for such Key Person shall satisfy the foregoing), 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 (40.049%) 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 offering, a private placement of public equity or to venture capital investors so long as Borrower identifies to Collateral Agent the venture capital investors prior to the closing of the transaction and provides to Agent a description of the material terms of the transaction). Borrower shall not, without at least thirty fifteen (3015) days days’ (or such shorter period to which the Lenders shall consent) prior written notice to Collateral Agent: (1A) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000.00250,000.00) in Borrower’s assets or property) property of Borrower or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars. its Subsidiaries); ($25,000.00) 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 deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars ($25,000.00) per location to a bailee, and Agent, for the benefit of Lenders, and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Agent, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to Agent.

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 thereto; (b) liquidate or dissolve; or (c) (i) have a change in senior management such that a fail to provide notice to Bank of any Key Person resigns, is terminated, departing from or is no longer actively involved in the management of the ceasing to be employed by Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety five (905) days after 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 percent (40.040%) 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 Agent Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Agent Bank a description of the material terms of the transaction). Borrower shall not, without at least thirty (30) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Fifty Thousand Dollars ($25,000.0050,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Fifty Thousand Dollars. Dollars ($25,000.0050,000) 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 Twenty-Five Fifty Thousand Dollars ($25,000.0050,000) per location to a bailee, and Agent, for the benefit of Lenders, 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 AgentBank, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank.

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 thereto; (b) liquidate or dissolve; or (c) ) (i) have a change in senior management such that a if any Key Person resigns, is terminated, or is no longer actively involved in the management ceases to hold such office with Borrower and replacements satisfactory to Borrower’s board of the Borrower in his/her current position and is directors are not replaced with a person reasonably acceptable to Agent made within ninety (90) 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 percent (40.040%) 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 Bank the venture capital investors prior to the closing of the transaction and provides to Agent Bank a description of the material terms of the transaction). Borrower shall not, without at least thirty (30) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Fifty Thousand Dollars ($25,000.0050,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five One Hundred Thousand Dollars. Dollars ($25,000.00100,000) 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 Twenty-Five One Hundred Thousand Dollars ($25,000.00100,000) per location to a bailee, and Agent, for the benefit of Lenders, 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 AgentBank, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank 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 reasonably related thereto; (b) liquidate or dissolve; or (c) (i) have a change in senior management Chief Executive Officer unless a replacement for such that a Key Person resigns, Chief Executive Officer is terminated, or is no longer actively involved in the management approved by Borrower’s Board of the Directors and engaged by Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety one hundred eighty (90180) days after 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 percent (40.0%) 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 Agent Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Agent Bank a description of the material terms of the transaction). Borrower shall not, without at least thirty ten (3010) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than TwentySeventy-Five Thousand Dollars ($25,000.0075,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of TwentySeventy-Five Thousand Dollars. Dollars ($25,000.0075,000) 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 TwentySeventy-Five Thousand Dollars ($25,000.0075,000) per location to a bailee, and Agent, for the benefit of Lenders, 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 AgentBank, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank.

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, of the Effective Date or reasonably related related, incidental or ancillary thereto; (b) liquidate or dissolve; or (c) ) (i) have a change in senior management such that a any Key Person resigns, is terminated, or is no longer shall cease to be actively involved engaged in the management of the Borrower in his/her current position and unless written notice thereof is not replaced with a person reasonably acceptable provided to Collateral Agent within ninety ten (9010) days after departure from Borrower; of such, or (ii) enter into any transaction or series of related transactions in which (A) the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty percent (40.0%) 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 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 investors prior to the closing of the transaction transaction) and provides (B) Borrower ceases to Agent a description own (i) at least 100% of the material terms ownership interests of a Foreign Subsidiary of Borrower or (ii) at least 80% of the transaction)ownership interests of a Domestic Subsidiary of Borrower. Borrower shall not, without at least thirty (30) days days’ prior written notice to Collateral Agent: (1A) add any new offices or business locations, including warehouses (unless each such new offices office or business locations contain location contains less than Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000.00250,000.00) in Borrower’s assets or property) property of Borrower or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars. its Subsidiaries); ($25,000.00) 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 deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars ($25,000.00) per location to a bailee, and Agent, for the benefit of Lenders, and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Agent, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to Agent.

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 thereto; (b) liquidate or dissolve; or (c) (i) have a change in senior management such that a fail to provide notice to Bank of any Key Person resigns, is terminated, departing from or is no longer actively involved in the management of the ceasing to be employed by Borrower in his/within five (5) Business Days after his or her current position and is not replaced with a person reasonably acceptable to Agent within ninety (90) days after 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 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)Control. Borrower shall not, without at least thirty (30) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Five Thousand Dollars ($25,000.0025,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Thousand Dollars. Dollars ($25,000.0025,000) 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 Twenty-Five Thousand Dollars ($25,000.0025,000) per location to a bailee, and Agent, for the benefit of Lenders, 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 AgentBank, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank.

Changes in Business, Management. Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage to any material extent in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or its Subsidiaries on the date hereof and businesses reasonably related or incidental thereto; (b) liquidate or dissolve; or (c) (i) have a change in senior management such that a Key Person resigns, is terminated, or is no longer actively involved in the management of the Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety (90) days after 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 percent (40.0%) 40% of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by (i) the sale of Borrower’s equity securities in a public offering offering, (ii) the issuance of Borrower’s equity securities (other than Disqualified Stock) to the former security holders of Nexage in connection with the Nexage Acquisition in accordance with the terms of the Nexage Merger Agreement, or (iii) the sale of Borrower’s equity securities (other than Disqualified Stock) to venture capital investors so long as Borrower identifies to Agent Bank the venture capital investors prior to the closing of the transaction and provides to Agent Bank a description of the material terms of the transaction). Borrower shall not, without at least thirty ten (3010) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless other than such new offices or business locations that contain less than Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000.00250,000) in Borrower’s assets or property) , or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Two Hundred Fifty Thousand Dollars. Dollars ($25,000.00250,000) to a bailee at a location (other than to a bailee and at a location already disclosed in the Perfection CertificateCertificate (as the same may be updated from time to time), and any customer location), (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 Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000.00250,000) per location to a baileebailee (other than at any customer location), and Agent, for the benefit of Lenders, 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 Agent, and cause such bailee shall to execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank in its reasonable 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 thereto; (b) liquidate or dissolve; or (c) (i) have a change in senior management such that a Key Person resigns, is terminated, fail to provide prompt notice to Bank of Borrower’s chief executive officer departing from or is no longer actively involved in the management of the ceasing to be employed by Borrower in his/her current position and is not replaced with a person reasonably acceptable to Agent within ninety (90) days after departure from Borrowersuch capacity; 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 (40.049%) 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 Agent 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 Agent Bank a description of the material terms of the transaction). Borrower shall not, without at least thirty (30) days prior written notice to AgentBank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty-Seventy Five Thousand Dollars ($25,000.0075,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Seventy Five Thousand Dollars. Dollars ($25,000.0075,000) 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 Twenty-Seventy Five Thousand Dollars ($25,000.0075,000) per location to a bailee, and Agent, for the benefit of Lenders, 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 AgentBank, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank.

Changes in Business, Management. Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries Subsidiaries, if any, to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) have a change in senior management such that Borrower’s Chief Executive Officer ceases to hold such office and a Key Person resigns, is terminated, replacement or is no longer actively involved in the management interim replacement satisfactory to Borrower’s board of the Borrower in his/her current position and directors is not replaced with a person reasonably acceptable to Agent made within ninety (90) days after such Chief Executive Officer’s departure from Borrower; (or (iireplacement by) enter into any transaction Borrower or series its board of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty percent (40.0%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Agent the venture capital investors prior to the closing of the transaction and provides to Agent a description of the material terms of the transaction)directors. Borrower shall not, without at least thirty twenty (3020) days prior written notice to AgentBank: (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 Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000.00250,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty-Five Two Hundred Fifty Thousand Dollars. Dollars ($25,000.00250,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection CertificateCertificate or to a co-location facility, (2) change its jurisdiction of organizationorganization (except that only five (5) days prior written notice shall be required if RingCentral reincorporates into the State of Delaware in connection with its initial public offering), (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 Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000.00250,000) per location to a baileebailee other than to a bailee at a location already disclosed in the Perfection Certificate or to a co-location facility, and Agent, for the benefit of Lenders, 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 AgentBank, and such bailee shall execute and deliver a bailee agreement in form and substance reasonably satisfactory to AgentBank.