Information. The Option Holder has been furnished access to all materials it has requested relating to the Company and its subsidiaries and other due diligence information and documents and the Option Holder has been afforded the opportunity to ask questions of and receive answers from representatives of the Company concerning the foregoing, including the terms and conditions of this Agreement. The Option Holder has consulted to the extent it deemed appropriate with its own advisers as to the financial, tax, legal and related matters concerning an investment in the Purchase Shares.

Information. [[Organization A:Organization]] acknowledges review of reports filed by AVRS with the U.S. Securities and Exchange Commission, and that AVRS has provided [[Organization A:Organization]] with no indication of any value of the Shares or of AVRS. There have been no representations, warranties or promises made to [[Organization A:Organization]] by AVRS or any representative of AVRS that the Shares will appreciate in value, or that there will be any market for the resale of the Shares by [[Organization A:Organization]]. [[Organization A:Organization]] understands that the Shares are extremely speculative and subject to a high degree of risk of loss of [[Organization A:Organization]]’s investment. [[Organization A:Organization]] and [[Organization A:Organization]]’s advisors, if any, have conducted their own investigation with respect to AVRS and the Shares, and have not relied upon any representation of AVRS in making the decision to invest in the Shares (other than those representations set forth in Section 2 of this Agreement). [[Organization A:Organization]] has had an opportunity to discuss the terms and conditions of the investment in the Shares with management of AVRS and to obtain any additional information regarding the investment or AVRS that it has requested of management.

The Company has provided to the Buyer an unaudited balance sheet, dated September 30, 2021andunuadited operating statement for the one (1) and six (6)-month periods ended September 30, 2021 and an unaudited statement of cash flows for the six (6)-month period ended September 30, 2021 (collectively, the “Financial Statements”). The Financial Statements were prepared from the books and records kept by the Company and fairly present the financial position, results of operations and changes in financial position of the Company, as of their respective dates and for the periods indicated, in accordance with generally accepted accounting principles consistently applied. The Company has no liabilities or obligations of any nature(absolute, accrued or contingent) that are not fully reflected or reserved against in the balance sheet dated September 30, 2021 (the “Most Recent Balance Sheet”), as prescribed by generally accepted accounting principles, except liabilities or obligations incurred since the date of the Most Recent Balance Sheet in the ordinary course of business and consistent with past practice. The Company is not a guarantor, indemnitor, surety or other obligor of any indebtedness of any other Person.

#​ shall furnish to ​ the following, in each case together with an Officer’s Certificate certifying that the materials delivered pursuant thereto are true, correct and complete in all material respects:

Financial Statements. Deliver to the Administrative Agent for further distribution to each Lender:

Parent covenants and agrees that, until the termination of all of the Commitments and the payment in full of the Obligations, Parent and its Restricted Subsidiaries will maintain a Fixed Charge Coverage Ratio, calculated for each 12 month period ending on the first day of any Covenant Testing Period and the last day of each fiscal month occurring on or before the end of any Covenant Testing Period, in each case of at least 1.00 to 1.00.

Financial Covenants. Clauses [(b) and (c) of Section 8.12] of the Credit Agreement are hereby deleted in their entirety and the following are inserted in their stead:

During the term of this agreement and in consideration for the Products provided by the Principal, the Distributor will pay the Principal as follows

Financial Counseling. For a one-year period after termination of employment, NWL shall provide the Executive with professional financial counseling services comparable in scope and value to the financial counseling services made available to the Executive immediately prior to such termination of employment and not to exceed $35,000.

FINANCIAL COVENANTS. During the term of this Agreement, the [[Organization A:Organization]] shall not violate, and shall not suffer or permit any of its Subsidiaries to violate, any of the following covenants (complete applicable financial covenant) or any Additional Financial Covenants on the Schedule. For purposes of this Section, if the [[Organization A:Organization]] has any Subsidiaries all references to the [[Organization A:Organization]] shall include the [[Organization A:Organization]] and all of its Subsidiaries on a consolidated basis. Unless a different measurement period is specified, compliance for the financial covenants shall be required at all times.