Information. The [[Organization B:Organization]] acknowledges review of reports filed by AVRS with the U.S. Securities and Exchange Commission, and that AVRS has provided the [[Organization B:Organization]] with no indication of any value of the Shares or of AVRS. There have been no representations, warranties or promises made to [[Organization B: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 the [[Organization B:Organization]]. The [[Organization B:Organization]] understands that the Shares are extremely speculative and subject to a high degree of risk of loss of the [[Organization B:Organization]]’s investment. The [[Organization B:Organization]] and the [[Organization B: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). The [[Organization B: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.

Information. The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations and warranties made herein.

Information. Upon discovery of an Error, ​ agrees, if requested by Kx, to submit to Kx a listing of output and any other data that Kx may require in order to reproduce the Error and the operating conditions under which the Error occurred. Such listings and data shall be deemed as ​’s Confidential Information. When any Error arises with respect to the Licensed Software which may be caused by a third party’s equipment, software, modifications, improvements or service, ​ will first follow a reasonable screening procedure specified by Kx to identify the source of the Error. Such screening procedure may involve identifying any software that transmits data into or receives data from the Licensed Software. If after the screening procedure has been completed, ​ is still not able to determine the source of such Error, Kx will cooperate with ​ and/or a third party in determining the source of the Error until it is reasonably determined whether such Error is caused by ​’s or a third party’s equipment, software, modifications, improvements or service.

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 Statements. The Administrative Agent shall have received:

Financial Covenants. The [[Organization A:Organization]] will not permit # the Interest Coverage Ratio as of the last day of any fiscal quarter of the [[Organization A:Organization]] to be less than 4.00:1.00 or # the Leverage Ratio as of the last day of any fiscal quarter of the [[Organization A:Organization]] following the Closing Date to be greater than # 5.75:1.00 from the Closing Date until and including March 31, 2019, and # 5.25:1.00 thereafter.

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:

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.

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

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.