Adjustments for Product Orders. The amounts specified for the Monthly Installments are based on the projected order of Products. In the event that the ​’s Product orders for any given month are less than the amount associated with the Monthly Installment, the ​ shall pay the remainder of the applicable month’s Monthly Installment at the end of the month in accordance with the invoice. ​ shall ship out Products equaling the amount to be invoiced prior to such invoice being issued. Notwithstanding the foregoing, ​, in its sole and absolute discretion may elect for ​ to store the then invoiced Products on behalf of ​, or to ship said Products to a third-party designated by ​.

Payment for Change Orders. In connection with any Change Order, the Parties shall consider, negotiate and mutually agree to adjustments in the Payment Milestone Schedule in a timely manner and this Contract shall be amended in accordance with [Article 28.0], Amendments. If the Parties do not so agree, payments for Change Orders shall be made in the same manner as for ​.

The Debtor, the Secured Party and the Securities Intermediary each agree that if at any time an Authorized Officer of the Securities Intermediary shall receive an “entitlement order” (within the meaning of [Section 8-102(a)(8)])] of the New York UCC) or any other order (collectively, a “Transfer Order”) originated by the Secured Party and relating to any Secured Account or any financial assets or security entitlements credited thereto, the Securities Intermediary shall comply with such Transfer Order without further consent by the Debtor or any other Person.

Qualified Domestic Relations Orders. Except as may be expressly provided in the applicable Award Agreement, an Award may be transferred, to a Permitted Transferee, pursuant to a domestic relations order entered or approved by a court of competent jurisdiction upon delivery to the Company of written notice of such transfer and a certified copy of such order.

All Share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with Applicable Law. The Administrator may place legends on any Share certificate or book entry to reference restrictions applicable to the Shares.

No Suspension. No stop order or suspension of trading shall have been imposed by NASDAQ, the SEC or any other Governmental Authority.

Stop Orders. The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any Registration Statement, or the suspension of the qualification of any Exchange Shares for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest practical time and to notify the Creditor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

Registration Statement. The Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC which remains in effect with respect to the Registration Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending.

Section # No Conflicts; Consents. The execution, delivery and performance by One Stop of the Transaction Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: # violate or conflict with the articles of incorporation, by-laws or other organizational documents of One Stop; # violate or conflict with any Law or Governmental Order applicable to One Stop; or # except as set forth on Section 4.03 of the Disclosure Schedules, conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any Contract to which One Stop is a party. Except as set forth on Section 4.03 of the Disclosure Schedules, no consent, approval, waiver or authorization is required to be obtained by One Stop from any Person in connection with the execution, delivery and performance by One Stop of the Transaction Agreements to which it is a party or the consummation of the transactions contemplated hereby or thereby, except such consents, approvals, waivers or authorizations which would not, individually or in the aggregate, have a material adverse effect on One Stop’s ability to consummate the transactions contemplated hereby or under the other Transaction Agreements to which it is a party on a timely basis.

A certificate evidencing the good standing of One Stop from the State of California as of a date no earlier than ten days before the Closing Date; and