Common use of Conditions Precedent to Amendment Clause in Contracts

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof: (a) Agent shall have received this Amendment duly executed by the parties hereto, and the same shall be in full force and effect; (b) Agent shall have received a copy of all necessary consents of shareholders of Borrower and other third parties with respect to the subject matter this Amendment and the other documents being executed in connection herewith; (c) Agent shall have received (i) a true and correct copy of the final, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agent; (d) The representations and warranties in this Amendment and the Loan Agreement, as amended by this Amendment, shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and (e) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof: (a) Agent shall have received this Amendment Amendment, duly executed by the parties hereto, and the same shall be in full force and effect;. (b) Agent shall have received a copy of all necessary consents of shareholders of Borrower and other third parties with respect to the subject matter this Amendment and the other documents being executed in connection herewith;[intentionally omitted] (c) Agent shall have received (i) a true and correct copy of the final, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agent; (d) The representations and warranties herein and in this Amendment the Credit Agreement and the other Loan Agreement, as amended by this Amendment, Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and. (ed) No Default or Event of Default shall have occurred and be continuing on the date hereof or as hereof, nor shall result from the consummation of the date transactions contemplated herein. (e) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the effectiveness of this Amendmenttransactions contemplated herein shall have been issued and remain in force by any Governmental Authority against Borrower, any Guarantor, Agent, or any Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following unless waived or deferred by Lenders, in their sole discretion, shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision provisions hereof: (a) 4.1 Agent shall have received this Amendment Amendment, in form and substance satisfactory to Agent, duly executed by the parties each party hereto, and the same shall be in full force and effect; (b) Agent shall have received a copy of all necessary consents of shareholders of Borrower and other third parties with respect to the subject matter this Amendment and the other documents being executed in connection herewith; (c) Agent shall have received (i) a true and correct copy of the final, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agent; (d) 4.2 The representations and warranties in this Amendment and Amendment, the Loan Agreement, Agreement as amended by this Amendment, and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and; (e) 4.3 No Default or Event of Default shall have occurred and be continuing on the date hereof or as hereof, nor shall result from the consummation of the date transactions contemplated herein; and 4.4 No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the effectiveness transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against either of this Amendmentthe Borrowers, Agent or any of the Lenders.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof: (a) Agent shall have received this Amendment Amendment, duly executed by the parties hereto, and the same shall be in full force and effect;. (b) Agent shall have received a copy of all necessary consents of shareholders of Borrower reaffirmation and other third parties with respect to consent substantially in the subject matter this Amendment form attached hereto as Exhibit A, duly executed and the other documents being executed in connection herewith;delivered by each Guarantor. (c) Agent shall have received (i) a true and correct copy of the final, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agent; (d) The representations and warranties herein and in this Amendment the Loan Agreement and the other Loan Agreement, as amended by this Amendment, Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and. (ed) No Default or Event of Default shall have occurred and be continuing on the date hereof or as hereof, nor shall result from the consummation of the date transactions contemplated herein. (e) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the effectiveness of this Amendmenttransactions contemplated herein shall have been issued and remain in force and effect by any Governmental Authority against any Borrower, any Guarantor, Agent, or any Lender.

Conditions Precedent to Amendment. The satisfaction or waiver of each of the following shall constitute conditions precedent to the effectiveness of this the Amendment and each and every provision hereof:(such date being the “Amendment Effective Date”): (a) Agent shall have received this Amendment Amendment, duly executed by the parties hereto, and the same shall be in full force and effect;. (b) Agent shall have received a copy the reaffirmation and consent of all necessary consents each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of shareholders of Borrower and other third parties with respect to the subject matter this Amendment and the other documents being executed in connection herewith;each Guarantor. (c) Agent shall have received (i) a true and correct copy of After giving effect to this Amendment, the final, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agent; (d) The representations and warranties herein and in this Amendment the Credit Agreement and the other Loan Agreement, as amended by this Amendment, Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and. (d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, Agent, or any Lender. (e) No After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on or shall result from the date hereof or as consummation of the date of the effectiveness of this Amendmenttransactions contemplated herein.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof:hereof (the date of such effectiveness being herein called the “First Amendment Effective Date”): (a) Collateral Agent shall have received this Amendment Amendment, duly executed and delivered by the parties hereto, and the same shall be in full force and effect; (b) Collateral Agent shall have received a copy payment in full in immediately available funds of all necessary consents of shareholders of Borrower and other third parties with respect to the subject matter this First Amendment and the other documents being executed in connection herewithFee; (c) Agent shall have received (i) a true and correct copy of the final, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agent; (d) The representations and warranties herein and in this Amendment the Financing Agreement and the other Loan Agreement, as amended by this Amendment, Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and; (ed) No Default or Event of Default shall have occurred and be continuing on the date hereof hereof; and (e) No injunction, writ, restraining order, or as other order of any nature prohibiting, directly or indirectly, the consummation of the date of transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against the effectiveness of this AmendmentBorrower, any Guarantor, any Agent, or any Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following unless waived or deferred by Lenders, in their sole discretion, shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision provisions hereof: (a) Agent shall have received this Amendment Amendment, in form and substance satisfactory to Agent, duly executed by the parties each party hereto, and the same shall be in full force and effect; (b) Agent shall have received a copy of all necessary consents of shareholders of Borrower and other third parties with respect to the subject matter this Amendment and the other documents being executed in connection herewith; (c) Agent shall have received (i) a true and correct copy of the final, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agent; (d) The representations and warranties in this Amendment and Amendment, the Loan Agreement, Agreement as amended by this Amendment, and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and; (ec) No Default or Event of Default shall have occurred and be continuing on the date hereof or as hereof, nor shall result from the consummation of the date transactions contemplated herein; and (d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the effectiveness transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against either of this Amendmentthe Borrowers, Agent or any of the Lenders.

Conditions Precedent to Amendment. The satisfaction of each of the following unless waived or deferred by the Lenders, in their sole discretion, shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision provisions hereof: (a) 3.1 Agent shall have received this Amendment Amendment, in form and substance satisfactory to Agent, duly executed by the parties each party hereto, and the same shall be in full force and effect; (b) Agent shall have received a copy of all necessary consents of shareholders of Borrower and other third parties with respect to the subject matter this Amendment and the other documents being executed in connection herewith; (c) Agent shall have received (i) a true and correct copy of the final, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agent; (d) 3.2 The representations and warranties in this Amendment and Amendment, the Loan Agreement, Agreement as amended by this Amendment, and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and; (e) 3.3 No Default or Event of Default shall have occurred and be continuing on the date hereof or as hereof, nor shall result from the consummation of the date transactions contemplated herein; and 3.4 No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the effectiveness transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any of this Amendmentthe Borrowers, Agent, or any of the Lenders.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this the Amendment and each and every provision hereof:(such date being the “Amendment Effective Date”): (a) Agent shall have received this Amendment Amendment, duly executed by the parties hereto, and the same shall be in full force and effect;. LEGAL_US_W # 81264034.1 (b) Agent shall have received a copy of all necessary consents of shareholders of Borrower and other third parties with respect to the subject matter this Amendment and the other documents being executed in connection herewith; (c) Agent shall have received (i) a true and correct copy of the final, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agent; (d) The representations and warranties herein and in this Amendment the Loan Agreement and the other Loan Agreement, as amended by this Amendment, Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and. (ec) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against Borrower or Agent. (d) No Default or Event of Default shall have occurred and be continuing on or shall result from the date hereof or as consummation of the date of transactions contemplated herein. (e) All other documents and legal matters in connection with the effectiveness of transactions contemplated by this AmendmentAmendment shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof:hereof (the date of such effectiveness being herein called the “Third Amendment Effective Date”): (a) Collateral Agent shall have received this Amendment Amendment, duly executed and delivered by the parties hereto, and the same shall be in full force and effect; (b) Collateral Agent shall have received a copy payment in full in immediately available funds of all necessary consents of shareholders of Borrower and other third parties with respect to the subject matter this Amendment and the other documents being executed in connection herewithWaiver Fee; (c) Agent shall have received (i) a true and correct copy of the final, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agent; (d) The representations and warranties herein and in this Amendment the Financing Agreement and the other Loan Agreement, as amended by this Amendment, Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and; (ed) No Default or Event of Default shall have occurred and be continuing on the date hereof hereof; and (e) No injunction, writ, restraining order, or as other order of any nature prohibiting, directly or indirectly, the consummation of the date of transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against the effectiveness of this AmendmentBorrower, any Guarantor, any Agent, or any Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following unless waived or deferred by Lenders, in their sole discretion, shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision provisions hereof: (a) 3.1 Agent shall have received this Amendment Amendment, in form and substance satisfactory to Agent, duly executed by the parties each party hereto, and the same shall be in full force and effect; (b) Agent shall have received a copy of all necessary consents of shareholders of Borrower and other third parties with respect to the subject matter this Amendment and the other documents being executed in connection herewith; (c) Agent shall have received (i) a true and correct copy of the final, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agent; (d) 3.2 The representations and warranties in this Amendment and Amendment, the Loan Agreement, Agreement as amended by this Amendment, and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and; (e) 3.3 No Default or Event of Default shall have occurred and be continuing on the date hereof or as hereof, nor shall result from the consummation of the date transactions contemplated herein; and 3.4 No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the effectiveness transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against either of this Amendmentthe Borrowers, Agent or any of the Lenders.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof: (a) Agent shall have received this Amendment Amendment, duly executed by the parties hereto, and the same shall be in full force and effect;. (b) Agent shall have received a copy of all necessary consents of shareholders of Borrower reaffirmation and other third parties with respect to consent substantially in the subject matter this Amendment form attached hereto as Exhibit A, duly executed and the other documents being executed in connection herewith;delivered by each Guarantor. (c) Agent shall have received (i) a true and correct copy of the final, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agent; (d) The representations and warranties herein and in this Amendment the Loan Agreement and the other Loan Agreement, as amended by this Amendment, Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and. (ed) No After giving effect to the amendments set forth herein, no Default or Event of Default shall have occurred and be continuing on the date hereof or as hereof, nor shall result from the consummation of the date transactions contemplated herein. (e) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the effectiveness of this Amendmenttransactions contemplated herein shall have been issued and remain in force and effect by any Governmental Authority against Borrower, any Guarantor, Agent, or any Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof: (a) Agent shall have received this Amendment Amendment, duly executed by the parties hereto, and the same shall be in full force and effect;. (b) Agent shall have received a copy of all necessary consents of shareholders of Borrower and other third parties with respect to the subject matter this Amendment and the other documents being executed in connection herewith; (c) Agent shall have received (i) a true and correct copy of the final, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agent; (d) The representations and warranties in this Amendment and Agreement, the Loan Agreement, as amended by this Amendment, and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and. (ec) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment. (d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against the Borrower or the Lender Group. (e) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent and its counsel.

Conditions Precedent to Amendment. The satisfaction of each of the following following, unless waived or deferred by the Agent in its Permitted Discretion, shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof:Amendment. (a) Agent shall have received After giving effect to this Amendment duly executed by Amendment, the parties hereto, and the same shall be in full force and effect; (b) Agent shall have received a copy of all necessary consents of shareholders of Borrower and other third parties with respect to the subject matter this Amendment and the other documents being executed in connection herewith; (c) Agent shall have received (i) a true and correct copy of the final, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agent; (d) The representations and warranties in this Amendment the Loan Agreement and the other Loan Agreement, as amended by this Amendment, Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and; (eb) No After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof hereof, nor shall any Default or as Event of Default result from the consummation of the date transactions contemplated herein; (c) This Amendment shall have been executed by Borrower, the Agent and the Required Lenders and shall be in full force and effect; and (d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the effectiveness of this Amendmenttransactions contemplated herein or by the Loan Documents shall have been issued and remain in force by any Governmental Authority against Borrower, the Agent or any Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof: (a) Agent shall have received this Amendment Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) Agent shall have received a copy of all necessary consents of shareholders of Borrower and other third parties with respect to the subject matter this Amendment and the other documents being executed in connection herewith; (c) Agent shall have received (i) a true and correct copy of the final, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agent; (d) The representations and warranties in this Amendment and the Loan Agreement, as amended by this Amendment, shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and; (ec) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment; and (d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against the Borrower, the Agent or the Lenders.

Conditions Precedent to Amendment. The satisfaction of each of the following unless waived or deferred by Lenders, in their sole discretion, shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision provisions hereof: (a) Agent shall have received this Amendment Amendment, in form and substance satisfactory to Agent, duly executed by the parties each party hereto, and the same shall be in full force and effect; (b) Agent shall have received a copy of all necessary consents of shareholders of Borrower and other third parties with respect to the subject matter this Amendment and the other documents being executed in connection herewith; (c) Agent shall have received (i) a true and correct copy of the final, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agent; (d) The representations and warranties in this Amendment and Amendment, the Loan Agreement, Agreement as amended by this Amendment, and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and; (ec) No Default or Event of Default shall have occurred and be continuing on the date hereof or as hereof, nor shall result from the consummation of the date transactions contemplated herein, unless any such Event of Default has previously been waived by in accordance with Section 15 of the effectiveness Loan Agreement; and (d) No injunction, writ, restraining order, or other order of this Amendmentany nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against either of the Borrowers, Agent or any of the Lenders.

Conditions Precedent to Amendment. The satisfaction of each of the following unless waived or deferred by the Required Lenders in their sole discretion, shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof: (a) Collateral Agent shall have received this the reaffirmation and consent of each of the Guarantors in the form attached hereto as Exhibit A, on or before the Second Amendment Effective Date, duly executed by the parties heretoand delivered, and the same shall be in full force and effect;. (b) Agent shall have received a copy of all necessary consents of shareholders of Borrower and other third parties with respect to the subject matter this Amendment and the other documents being executed in connection herewith; (c) Agent shall have received (i) a true and correct copy of the final, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agent; (d) The representations and warranties in this Amendment and the Loan Agreement, Credit Agreement as amended by this Amendment, and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and. (ec) No Default injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against the Lender Group. (d) No Event of Default shall have occurred and be continuing on result from the date hereof or as consummation of the date of the effectiveness of this Amendmenttransactions contemplated herein.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof: (a) Agent shall have received this Amendment Amendment, duly executed by the parties hereto, and the same shall be in full force and effect;. (b) Agent shall have received a copy of all necessary consents of shareholders of Borrower and other third parties with respect to the subject matter this Amendment and the other documents being executed in connection herewith; (c) Agent shall have received (i) a true and correct copy of the final, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agent; (d) The representations and warranties in this Amendment and Agreement, the Loan Agreement, as amended by this Amendment, and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and. (ec) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment. (d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against the Borrower or the Lender Group.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Fourth Amendment (the date of such effectiveness being herein called the “Fourth Amendment Effective Date”) and each and every provision hereof: (a) Agent shall have received this Amendment Fourth Amendment, duly executed by the parties hereto, and the same shall be in full force and effect;. (b) Agent shall have received a copy of all necessary consents of shareholders of Borrower and other third parties with respect to the subject matter this Amendment and the other documents being executed in connection herewith; (c) Agent shall have received (i) a true and correct copy of the final, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agent; (d) The representations and warranties herein and in this Amendment and the Loan Credit Agreement, as amended by this Amendmenthereby, and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and. (ec) No Default or Event of Default shall have occurred and be continuing on the date hereof hereof, nor shall result from the consummation of the transactions contemplated herein. (d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force as of the date of hereof and the effectiveness of this AmendmentFourth Amendment Effective Date by any Governmental Authority against any Borrower, any Guarantor, Agent, or any Lender.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof: (a) Agent shall have received this Amendment Amendment, duly executed by the parties hereto, and the same shall be in full force and effect; (b) Agent shall have received a copy of all necessary consents of shareholders of Borrower and other third parties with respect to the subject matter this Amendment and the other documents being executed in connection herewith; (c) Agent shall have received (i) a true Warrant Purchase Agreement in the form provided by Agent and correct copy of the finalagreed to by Borrower, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agentby Borrower; (d) Agent shall have received the Warrant to be issued to the designee of the Lenders in form provided by Agent and agreed to by Borrower, duly executed by Borrower; (e) The representations and warranties in this Amendment and the Loan Agreement, as amended by this Amendment, shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and (ef) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment.

Conditions Precedent to Amendment. The satisfaction of each of the following following, unless waived or deferred by the Agent in its Permitted Discretion, shall constitute conditions precedent to the effectiveness of this Amendment and each and every provision hereof:Amendment. (a) The Agent shall have received received: (i) this Amendment duly executed by Borrower, the parties hereto, Agent and all of the same shall be Lenders and in full force and effect;; and (ii) copies of all of the fully executed CIT Factoring Documents, such copies to be attached hereto as Exhibit A. (b) Agent shall have received a copy of all necessary consents of shareholders of Borrower and other third parties with respect to the subject matter this Amendment and the other documents being executed in connection herewith; (c) Agent shall have received (i) a true and correct copy of the final, executed Senior Loan Agreement between Borrower and Hercules Technology Growth Capital, Inc. and (ii) the duly executed Subordination Agreement between Agent and Hercules Technology Growth Capital, Inc., each in form and substance satisfactory to Agent; (d) The representations and warranties in this Amendment the Loan Agreement and the other Loan Agreement, as amended by this Amendment, Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); and. (ec) No Default or Event of Default shall have occurred and be continuing on the date hereof hereof, nor shall any Default or as Event of Default result from the consummation of the date transactions contemplated herein. (d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the effectiveness of this Amendmenttransactions contemplated herein or by the Loan Documents shall have been issued and remain in force by any Governmental Authority against Borrower, the Agent or any Lender.