Common use of Company Undertakings Clause in Contracts

Company Undertakings. In consideration of the agreement of the Purchaser to waive the existing Events of Default under the Agreement as set forth in Section 2.2 hereof and to consent to amend the Agreement in the respects set forth in Article 1 hereof, the Company and the Purchaser agree as follows: (i) Concurrently herewith, each of the Company, BT and BCA Services, Inc., a New York corporation ("BCA"), shall execute and deliver in favor of the Agent a Security Agreement substantially in the form of Exhibit A attached hereto providing for the grant of a security interest in favor of the Agent with respect to the Collateral described therein; (ii) Concurrently herewith, the Company shall execute and deliver in favor of the Agent a Stock Pledge Agreement substantially in the form of Exhibit B attached hereto providing for the pledge of (A) ninety percent (90%) of the issued and outstanding Capital Stock of each of Drew and BT, (B) to one hundred percent (100%) of the issued and outstanding Capital Stock of HumanCad Systems, Inc., an Ontario corporation ("HCS"), and (C) one hundred percent (100%) of the issued and outstanding common stock of BCA. (iii) Concurrently herewith, the Company shall deliver to the Purchaser stock certificates evidencing the issuance to the Purchaser of 8.33% of the issued and outstanding shares of common stock of each of Drew and BT; (iv) Unless and until the Company shall have transferred to BT all of the Company's right, title and interest in any technology patents, pending patents, trademarks, license agreements, any General Intangibles (as such term is defined in the Security Agreement), and all other assets associated with the intelligent surface technology and micro-valve projects that the Company is engaged in (collectively, the "Intellectual Property"), the Purchaser and the holders of the Other Notes shall be entitled to receive a royalty (the "Noteholder Royalty") in the amount of ten percent (10%) of the gross revenues received by the Company or any Subsidiary from the sale, license royalty, use or any other form of exploitation of the Intellectual Property, payable pro rata in accordance with their holdings of Notes and the Other Notes. The Noteholder Royalty shall be paid to the Agent monthly within fifteen days following the end of each calendar month, and at the time of making each payment, the Company shall deliver a certificate, executed by its Chief Financial Officer as to the sources of and calculation of the amount of the Noteholder Royalty.

Company Undertakings. In consideration of the agreement of the Purchaser KM Purchasers to waive the existing Events of Default under the Agreement as set forth in Section 2.2 hereof and to consent to amend the Agreement in the respects set forth in Article 1 hereof, the Company and the Purchaser KM Purchasers agree as follows: (i) Concurrently herewith, each of the CompanyCompany and BCAM Technologies, BT Inc. ("BT") and BCA Services, Inc., a New York corporation ("BCA"), shall execute and deliver in favor of the Agent a Security Agreement substantially in the form of Exhibit A attached hereto providing for the grant of a security interest in favor of the Agent with respect to the Collateral described therein; (ii) Concurrently herewith, the Company shall execute and deliver in favor of the Agent a Stock Pledge Agreement substantially in the form of Exhibit B attached hereto providing for the pledge of (A) ninety percent (90%) of the issued and outstanding of the Capital Stock of each of Drew and BT, (B) to one hundred percent (100%) of the issued and outstanding Capital Stock of HumanCad Systems, Inc., an Ontario corporation ("HCS"), and (C) one hundred percent (100%) of the issued and outstanding common stock of BCA Services, Inc., a New York corporation ("BCA"). (iii) Concurrently herewith, the Company shall deliver to the Purchaser stock certificates KM Purchasers such Certificates evidencing the issuance to the Purchaser KM Purchasers of 8.331.67% of the issued and outstanding shares of common stock of each of Drew and BT; (iv) Unless and until the Company shall have transferred to BT all of the Company's right, title and interest in any technology patents, pending patents, trademarks, license agreements, any General Intangibles (as such term is defined in the Security Agreement), and all other assets associated with the intelligent surface technology and micro-valve projects that the Company is engaged in (collectively, the "Intellectual Property"), the Purchaser KM Purchasers and the holders of the Other Notes shall be entitled to receive a royalty (the "Noteholder Royalty") in the amount of ten percent (10%) of the gross revenues received by the Company or any Subsidiary from the sale, license royalty, use or any other form of exploitation of the Intellectual Property, payable pro rata in accordance with their holdings of Notes and the Other Notes. The Noteholder Royalty shall be paid to the Agent monthly within fifteen days following the end of each calendar month, and at the time of making each payment, the Company shall deliver a certificate, executed by at its Chief Financial Officer as to the sources of and calculation of the amount of the Noteholder Royalty.

Company Undertakings. In consideration (i) The Company shall have the same obligations (but subject also to the proviso and related limitations in Section 2.7 of the agreement Merger Agreement) to Investor with respect to the Closing Statement (as defined in the Merger Agreement) as the Company has to Acquiror under Section 2.7 of the Purchaser Merger Agreement. (ii) The Company shall, subject to waive applicable Law and unless Investor otherwise consents (such consent not, subject to Section 5.6(c) of the existing Events of Default under Framework Agreement, to be unreasonably conditioned, withheld, delayed or denied), with respect to any information provided to Acquiror, Merger Sub or their respective representatives subject to the Confidentiality Agreement (as set forth in Section 2.2 hereof and to consent to amend the Agreement defined in the respects set forth Merger Agreement) that relates to Investor, use reasonable best efforts to enforce the terms of (at Investor’s reasonable request and expense) and not provide any waiver under, the Confidentiality Agreement (as defined in Article 1 hereofthe Merger Agreement). (iii) Without the consent of Investor (such consent not to be unreasonably conditioned, withheld, delayed or denied), the Company and shall not provide the Purchaser agree as follows:Company’s consent to any consent request from Acquiror pursuant to Section 7.5(a), Section 7.11, Section 8.1(a), Section 8.2(b)(iii) or Section 11.12 of the Merger Agreement. (iiv) Concurrently herewithWithout the consent of Investor (which approval shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not provide its consent to Acquiror pursuant to Section 7.10 of the Merger Agreement. The Company shall promptly notify Investor (and provide Investor copies of) of any written notifications (1) received by the Company from Acquiror pursuant to any Relevant Agreement or (2) provided by the Company to Acquiror pursuant to any Relevant Agreement. (v) Investor hereby acknowledges that nothing contained in the Framework Agreement (including, for the avoidance of doubt, as amended by this Agreement) or any other agreement shall prevent the Company from complying with its obligations pursuant to the Merger Agreement, including, for the avoidance of doubt, Section 6.5 and 6.6 of the Merger Agreement. (vi) To the extent not prohibited by Law, the Company shall (in addition, and without prejudice, to any other provision of this Section 1.2) (A) promptly following the Company receiving any such notifications, requests or other communications from Acquiror, advise Investor of (including by, to the extent the Company has received copies, or other written summary, promptly providing the same to Investor) any notices, requests or communications received by Acquiror from the SEC (as defined in the Merger Agreement). To the extent not prohibited by Law, the Company shall use reasonable best efforts to provide Investor with substantially equivalent rights with respect to (x) the preparation and filing of the Proxy Statement (as defined in the Merger Agreement), including any revisions thereto in response to SEC comments, under Section 8.2(a)(i) and (ii) of the Merger Agreement and (y) any litigation referred to in Section 7.11 of the Merger Agreement, in each case to those of the Company under the applicable provisions of the Merger Agreement, mutatis mutandis. (vii) The Company shall have the same obligations to Investor with respect to the SPAC Transaction Refinancing as the Company has, mutatis mutandis, to Acquiror under clauses (a) and (b) of Section 8.5, and under Section 8.6, of the Merger Agreement. The Company shall use reasonable best efforts as may be required (to the extent permitted under applicable Law) to ensure that any individual who is a representative of Investor who is or may become subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with the transactions contemplated by the Merger Agreement benefits from the Section 8.7 of the Merger Agreement to the same extent as any other representative of the Company. (viii) The Company shall promptly deliver to Investor any termination notice pursuant to Section 10.1 of the Merger Agreement received by the Company from Acquiror or delivered by the Company to Acquiror; provided, BT and BCA Servicesthat prior to the Company delivering any termination notice to Acquiror under the Merger Agreement, Inc.the Company shall consult with Investor in good faith. (ix) Without the consent of Investor, a New York corporation the Company shall not waive, in whole or in part, any of the closing conditions in Section 9.1 or Section 9.3 of the Merger Agreement. ("BCA"x) Except as specifically addressed elsewhere in this Section 1.2(b) (in which case such consent shall be subject to such provision of this Section 1.2(b)), the Company shall execute not provide any other consent, approval, waiver or agreement under, or agree to any amendment or modification to, the Merger Agreement, any Ancillary Agreement (as defined in the Merger Agreement), the Subscription Agreements (as defined in the Merger Agreement) or any other agreement contemplated by the Merger Agreement (collectively, the “Relevant Agreements”) without the consent of Investor, it being understood that, with respect to this sentence, to the extent a standard applies to the Company’s right to consent, approve, waive or agree under the applicable Relevant Agreement (for example (and deliver in favor without limitation), that the Company’s consent shall not be unreasonably withheld, or that the Company shall agree to a final form of the Agent a Security Agreement any document substantially in the form of Exhibit A a form of agreement attached hereto providing for to such Relevant Agreement, or that the grant Company must act reasonably or within a certain period time of being notified or receiving a security interest in favor of the Agent with respect written request), such standard shall apply to the Collateral described therein;Investor’s right to consent pursuant to this sentence, mutatis mutandis. (iixi) Concurrently herewith, the The Company shall execute and deliver in favor of the Agent a Stock Pledge Agreement substantially in not agree to the form of Exhibit B attached hereto providing for Acquiror Bylaws without reasonably taking into account the pledge comments of Investor and obtaining Investor’s prior written consent (A) ninety percent (90%) of the issued and outstanding Capital Stock of each of Drew and BTnot to be unreasonably withheld, (B) to one hundred percent (100%) of the issued and outstanding Capital Stock of HumanCad Systems, Inc., an Ontario corporation ("HCS"conditioned or delayed), and (C) one hundred percent (100%) of the issued and outstanding common stock of BCA. (iiixii) Concurrently herewith, the The Company shall deliver to the Purchaser stock certificates evidencing the issuance to the Purchaser of 8.33% ensure that none of the issued and outstanding shares of common stock of each of Drew and BT; (iv) Unless and until information supplied by it or on its behalf for inclusion or incorporation by reference in the Company shall have transferred to BT all of the Company's right, title and interest in any technology patents, pending patents, trademarks, license agreements, any General Intangibles Proxy Statement (as such term is defined in the Security Merger Agreement)) will, and all other assets associated with at the intelligent surface technology and micro-valve projects that date it is first mailed to the Company is engaged in Acquiror Shareholders (collectively, the "Intellectual Property"), the Purchaser and the holders of the Other Notes shall be entitled to receive a royalty (the "Noteholder Royalty") as defined in the amount of ten percent (10%Merger Agreement) of the gross revenues received by the Company or any Subsidiary from the sale, license royalty, use or any other form of exploitation of the Intellectual Property, payable pro rata in accordance with their holdings of Notes and the Other Notes. The Noteholder Royalty shall be paid to the Agent monthly within fifteen days following the end of each calendar month, and at the time of making each paymentthe Acquiror Shareholders’ Meeting (as defined in the Merger Agreement), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (xiii) If at any time prior to the Effective Time (as defined in the Merger Agreement) any information relating to the Company or any of its Subsidiaries, Affiliates, directors or officers, or supplied by it or on its behalf for inclusion or incorporation by reference in the Proxy Statement, is discovered by the Company, which is required to be set forth in an amendment or supplement to the Proxy Statement (as defined in the Merger Agreement), so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company shall deliver a certificate, executed by its Chief Financial Officer as to the sources of and calculation of the amount of the Noteholder Royaltypromptly notify Investor.