Contract analysis

Section 1: Consent 1.1 Consent to Issuance of Notes and Additional Indebtedness Kelvantis hereby consents to the issuance by the Borrower of the Notes pursuant to the NPA in an aggregate principal amount not to exceed Sixty Million Dollars ($60,000,000). Without limiting the generality of the foregoing, Kelvantis hereby consents to the incurrence by the Borrower of the indebtedness represented by the Notes, notwithst

Section 2: Waiver 2.1 Waiver of Default Kelvantis hereby waives any Default or Event of Default under the Loan Agreement that would arise solely as a result of (a) the execution, delivery, and performance by the Borrower of the Bridge Financing Documents, (b) the issuance of the Notes and the incurrence of the indebtedness represented thereby, or (c) the granting of any liens or security interests in the assets or pr

Section 3: Conditions to Effectiveness The consent and waiver set forth in this Letter shall not become effective until each of the following conditions precedent shall have been satisfied to the reasonable satisfaction of Kelvantis (the date upon which all such conditions are satisfied, the "Effective Date"): (a) Execution of this Letter. Kelvantis shall have received a fully executed copy of this Consent and Waiver

Section 4: Representations and Acknowledgments of the Borrower By countersigning this Letter, the Borrower hereby represents and warrants to Kelvantis, and acknowledges and agrees, as follows: (a) No Default. Except as expressly waived by this Letter, no Default or Event of Default has occurred and is continuing under the Loan Agreement as of the date of the Borrower's countersignature hereof. (b) Representations and

Section 5: Reaffirmation of Loan Agreement The Borrower hereby ratifies and reaffirms all of its obligations, covenants, agreements, representations, and warranties under and pursuant to the Loan Agreement and each other loan document, and confirms that the Loan Agreement and each other loan document remain in full force and effect, as modified solely by this Consent and Waiver Letter, and are hereby ratified and con

Section 6: Reservation of Rights Except as expressly set forth in this Letter, Kelvantis hereby expressly reserves all of its rights, remedies, powers, and privileges under the Loan Agreement, each other loan document, applicable law, and in equity, all of which are hereby preserved in their entirety. No failure or delay on the part of Kelvantis in exercising any right, remedy, or power under the Loan Agreement or th

Section 7: Miscellaneous Provisions 7.1 Governing Law This Consent and Waiver Letter and any claim, controversy, or dispute arising under or related to this Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the app