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.

Financial Statements. The Financial Reporting Party has heretofore furnished to [[Organization B:Organization]] a copy, certified by its president, chief financial officer or other officer acceptable to [[Organization B:Organization]], of its # Financial Statements for the Financial Reporting Party for the fiscal year ended the Annual Financial Statement Date, setting forth in each case in comparative form the figures for the previous year, with an unqualified opinion thereon of an Approved CPA and # Financial Statements for the Financial Reporting Party for such monthly period(s), of the Financial Reporting Party up until Monthly Financial Statement Date, setting forth in each case in comparative form the figures for the previous month and year-to-date. All such Financial Statements are complete and correct and fairly present, in all material respects, the consolidated and consolidating financial condition of the Financial Reporting Party and the consolidated and consolidating results of its operations as at such dates and for such monthly periods, all in accordance with GAAP. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party taken as a whole from that set forth in said Financial Statements nor is [[Organization C:Organization]] aware of any state of facts which (without notice or the lapse of time) would or could result in any such material adverse change or could have a Material Adverse Effect.

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.

Financial Audits. Arcus shall use commercially reasonable efforts to keep accurate and complete records of all financial information needed to calculate Net Sales and/or any other information necessary to determine whether other payments are due to WuXi under this Article 5. Arcus shall retain such records relating to Net Sales and/or any payments made to it in connection with this Agreement during the ​ preceding calendar years. At WuXi’s written request, such records shall be made available for inspection, review and audit, during normal business hours, without undue business interruption and with reasonable advance notice to Arcus, by an independent certified public accountant appointed by WuXi and reasonably acceptable to Arcus for the sole purpose of verifying that Arcus has complied with its payment obligations under this Article 5. In no event may WuXi conduct such audit more than once per calendar year, and prior to the start of any such audit, Arcus may require that such accountant enter into a reasonable confidentiality agreement with it. A copy of any report provided to WuXi by the accountant shall be given concurrently to Arcus. WuXi shall be responsible for all costs and expenses incurred in performing any such audit unless the audit discloses, and Arcus does not reasonably dispute such result, at least a ​ percent (​) shortfall, in which case Arcus shall bear the reasonable cost of the entire audit.