Common use of Financial Covenants Required Actual Complies Clause in Contracts

Financial Covenants Required Actual Complies. Minimum Consolidated Cash $10,000,000 $__________ Yes No N/A Minimum Adjusted Quick Ratio (tested quarterly) ______: 1.00 _____:1.00 Yes No N/A 2 Quarter Minimum EBITDA (tested quarterly) $___________ $__________ Yes No N/A Total Leverage Ratio as of _________, 201_: _________: 1.00. Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, XXXXXXX TECHNOLOGIES, INC. Authorized Signer Name: _____________________________

Financial Covenants Required Actual Complies. Minimum Consolidated Cash $10,000,000 $__________ Yes No N/A Minimum Adjusted Quick Ratio (tested quarterly) ______: 1.00 _____:1.00 Yes No N/A 2 4 Quarter Minimum EBITDA (tested quarterly) $___________ $__________ Yes No N/A Total Leverage Ratio as of _________, 201_: _________: 1.00. Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, XXXXXXX TECHNOLOGIES, INC. Authorized Signer Name: _____________________________ Title: ________________________________ EXHIBIT A ARRANGEMENT AGREEMENT EXHIBIT B

Financial Covenants Required Actual Complies. Minimum Consolidated Cash $10,000,000 __________ $__________ Yes No N/A Minimum Adjusted Quick Ratio (tested quarterly) ______: 1.00 1.20:1:00 _____:1.00 Yes No N/A 2 4 Quarter Minimum EBITDA (tested quarterly) $___________ $__________ Yes No N/A Total Leverage Ratio as of _________, 201_: _________: 1.00. Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, XXXXXXX TECHNOLOGIES, INC. Authorized Signer Name: _____________________________ Title: ________________________________ CORPORATE BORROWING CERTIFICATE BORROWER: Xxxxxxx Technologies, Inc. DATE: April 12, 2016 BANK: East West Bank I hereby certify as follows, as of the date set forth above:

Financial Covenants Required Actual Complies. Minimum Consolidated Cash $10,000,000 __________ $__________ Yes No N/A Minimum Adjusted Quick Ratio (tested quarterly) ______: 1.00 1.20:1:00 _____:1.00 Yes No N/A 2 4 Quarter Minimum EBITDA (tested quarterly) $___________ $__________ Yes No N/A Total Leverage Ratio as of _________, 201_: _________: 1.00. Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, XXXXXXX TECHNOLOGIES, INC. Authorized Signer Name: _____________________________