Joinder and Second Amendment to Amended and Restated Loan and Security Agreement, dated December 30, 2021, among inTEST Corporation, Ambrell Corporation, inTEST Silicon Valley Corporation, inTEST EMS, LLC, Temptronic Corporation, Videology Imaging Corporation, Acculogic Ltd., Acculogic Inc. and M&T Bank
Exhibit 10.1
JOINDER AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS JOINDER AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “Amendment”) is effective as of December 30, 2021 (“Effective Date”), by and between INTEST CORPORATION, a Delaware corporation, (“Borrower”), AMBRELL CORPORATION, a Delaware corporation, INTEST SILICON VALLEY CORPORATION, a Delaware corporation, INTEST EMS, LLC, a Delaware limited liability company, TEMPTRONIC CORPORATION, a Delaware corporation, VIDEOLOGY IMAGING CORPORATION, a Delaware corporation (individually and collectively, jointly and severally, the “Original Guarantors”), ACCULOGIC LTD., a Delaware corporation (“Acculogic US”) and ACCULOGIC INC., an Ontario corporation (“Acculogic CAN” and together with Acculogic US and Original Guarantors, individually and collectively, jointly and severally, the “Guarantors”) and M&T Bank (together with its successors and assigns, “Bank”).
BACKGROUND
A. Borrower, Original Guarantors and Bank have previously entered into a certain Amended and Restated Loan and Security Agreement dated October 15, 2021, as amended by that certain Joinder and Amendment to Amended and Restated Loan and Security Agreement dated October 28, 2021 (as amended and as it may be further amended, supplemented or restated from time to time, the “Loan Agreement”), pursuant to which, inter alia, Bank agreed to extend to Borrower certain credit facilities subject to the terms and conditions set forth therein.
B. Borrower has requested and Bank has agreed to amend the terms of the Loan Agreement in accordance with the terms and conditions hereof.
C. Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings set forth therefor in the Loan Agreement.
NOW THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Approval of Acculogic Acquisition as a Permitted Acquisition under the Term Loan. Borrower has requested and Bank has agreed to approve Borrower’s acquisition of Acculogic US and Acculogic CAN (“Acculogic Acquisition”) as a Permitted Acquisition under the Term Loan. Acculogic will be holding the assets (including equity interests) acquired through the Acculogic Acquisition.
2. Joinder. Acculogic US and Acculogic CAN each hereby agree that (a) effective as of the date hereof, it is hereby and shall be deemed to be a Guarantor under the Loan Agreement, Surety Agreement and all other Loan Documents to which Original Guarantors are parties, and (b) from the date hereof until payment in full of the Obligations and termination of the Loan Agreement, Acculogic US and Acculogic CAN have each assumed the obligations of a Guarantor under, and Acculogic US and Acculogic CAN shall each perform, comply with and be subject to and bound by, jointly and severally with each of the Original Guarantors, each of the terms, provisions, conditions and waivers of the Loan Agreement, Surety Agreement and other Loan Documents which are stated to apply to or are made by a Guarantor, to the same extent as it were an original signatory thereto. Without limiting the generality of the foregoing, Acculogic US and Acculogic CAN each hereby represents and warrants to Bank that (x) each representation made by Original Guarantors in the Loan Agreement are true and correct as to Acculogic US and Acculogic CAN on and as of the date hereof, and (y) Acculogic US and Acculogic Can have each heretofore received a true and correct copy of the Loan Agreement, Surety Agreement and other Loan Documents as in effect on the date hereof.
3. Amended Definitions. The following defined terms in Section 1.1 of the Loan Agreement are hereby amended and restated in their entirety to read as follows:
“Base Rate means the greater of the (i) rate of interest announced by the Bank each day as its Prime Rate or (ii) the Federal Funds Effective Rate plus one-half of one percent (½%) per annum or (iii) SOFR plus one percent (1%) per annum. Notwithstanding anything to the contrary herein, to the extent the Prime Rate or Federal Funds Effective Rate shall, at any time, be less than zero percent (0.00%), the Prime Rate or Federal Funds Effective Rate, as applicable, shall be deemed to be zero percent (0.00%) for purposes hereof.”
“Guarantor means Ambrell Corporation, a Delaware corporation, inTEST Silicon Valley Corporation, a Delaware corporation, inTEST EMS, LLC, a Delaware limited liability company, Temptronic Corporation, a Delaware corporation, and Videology Imaging Corporation, a Delaware corporation, individually, and Guarantors means Ambrell Corporation, a Delaware corporation, inTEST Silicon Valley Corporation, a Delaware corporation, inTEST EMS, LLC, a Delaware limited liability company, Temptronic Corporation, a Delaware corporation, Videology Imaging Corporation, a Delaware corporation, Acculogic Ltd., a Delaware corporation, and Acculogic Inc., an Ontario corporation, collectively, and their respective successors and assigns.”
4. FEIN. Section 10.22 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
“10.22 FEIN. The FEIN and state organizational number of each Obligor is:
| NAME | Tax ID/FEIN Number | Government/State Organizational Number | State of Incorporation |
| inTEST Corporation | 22 ###-###-#### | 2726308 | Delaware |
| Ambrell Corporation | 16-1271448 | 5695927 | Delaware |
| inTEST Silicon Valley Corporation | 94 ###-###-#### | 2916520 | Delaware |
| inTEST EMS, LLC | 83 ###-###-#### | 7130712 | Delaware |
| Temptronic Corporation | 52 ###-###-#### | 3142413 | Delaware |
| Videology Imaging Corporation | 87 ###-###-#### | 6283703 | Delaware |
| Acculogic Ltd. | 26-0789538 | 4083653 | Delaware |
| Acculogic Inc. | 1000061234 | Ontario |
5. Amended and Restated Term Note. Coincident with the execution of this Amendment, Borrower shall execute and deliver to Bank a (i) Delayed Draw Term Note 1B in the original principal amount of $8,500,000 (“Term Note 1B”) and (ii) Second Amended and Restated Delayed Draw Term Note 1A in the original principal amount of $4,500,000 (“Amended and Restated Note”). Term Note 1B and Amended and Restated Note shall be in form and content acceptable to Bank and the Amended and Restated Note shall re-evidence the existing indebtedness of Borrower to Bank under that certain Amended and Restated Delayed Draw Term Note 1A in the original principal amount of $13,000,000 and dated October 28, 2021 (each a “Prior Note”). All references to the Term Notes in the Loan Agreement and other Loan Documents shall be deemed to be references to Term Note 1B and Amended and Restated Note. The parties hereby expressly acknowledge and agree that the Amended and Restated Note merely re-evidences the indebtedness evidenced by the Prior Note and is given in substitution of and not as payment of the Prior Note.
6. Updated Schedules. The Schedules to the Loan Agreement are hereby amended and replaced, in its entirety, with Schedules attached hereto as Exhibit A.
7. Confirmation of Collateral. Nothing contained herein shall be deemed to be a compromise, satisfaction, accord and satisfaction, novation or release of any of the Loan Documents, or any rights or obligations thereunder, or a waiver by Bank of any of its rights under the Loan Documents or at law or in equity. All liens, security interests, rights and remedies granted to Bank in the Loan Documents are hereby ratified, confirmed and continued.
8. Covenants, Representations and Warranties. Borrower and Guarantors (as applicable to itself) hereby:
8.1 ratifies, confirms and agrees that the Loan Agreement, as amended by this Amendment, and all other Loan Documents are valid, binding and in full force and effect as of the date of this Amendment, and enforceable in accordance with their terms.
8.2 agrees that it has no defense, set-off, counterclaim or challenge against the payment of any sums owed or owing under the Loan Documents or the enforcement of any of the terms of the Loan Documents.
8.3 ratifies, confirms and continues all liens, security interests, pledges, rights and remedies granted to Bank in the Loan Documents and agrees that such liens, security interests and pledges shall secure all of the Obligations under the Loan Documents as amended by this Amendment.
8.4 represents and warrants that all representations and warranties in the Loan Documents are true and complete as of the date of this Amendment.
8.5 agrees that its failure to comply with or perform any of its covenants or agreements in this Amendment will constitute an Event of Default under the Loan Documents.
8.6 represents and warrants that no condition or event exists after taking into account the terms of this Amendment which would constitute an Event of Default (or will, upon the giving of notice or the passage of time, or both constitute an Event of Default).
8.7 represents and warrants that the execution and delivery of this Amendment by Borrower and Guarantors and all documents and agreements to be executed and delivered pursuant to this Amendment:
(a) have been duly authorized by all requisite corporate, company and/or partnership action of Borrower and Guarantors, as applicable;
(b) will not conflict with or result in a breach of, or constitute a default (or with the passage of time or the giving of notice or both, will constitute a default) under, any of the terms, conditions, or provisions of any applicable statute, law, rule, regulation or ordinance or any Borrower’s or Guarantor’s Governing Documents or any indenture, mortgage, loan or credit agreement or instrument to which any Borrower or Guarantor is a party or by which such may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and
(c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of any Borrower or Guarantor under the terms or provisions of any such agreement or instrument, except liens in favor of Bank.
9. Conditions. The obligation of Bank to enter into this Amendment is subject to the fulfillment, to the satisfaction of Bank, of each of the following conditions, and all agreements, documents and other items must be in form, content and in all other respects satisfactory to Bank in its sole discretion. Bank is not waiving a breach of any warranty or representation made by any Borrower or Guarantor hereunder or under any agreement, document, or instrument delivered to Bank or otherwise referred to herein, and any claims and rights of the Bank resulting from any breach or misrepresentation by any Borrower or Guarantor are specifically reserved by the Bank.
9.1 Searches. Bank shall have received copies of record searches (including UCC searches, patent searches, trademark searches, copyright searches and judgments, suits, bankruptcy, litigation, tax and other lien searches) against each of Acculogic US and Acculogic CAN.
9.2 Executed Documents. Borrower, Guarantors and all other required persons and entities will have executed and delivered to Bank:
(a) this Amendment;
(b) Term Note 1B;
(c) the Amended and Restated Note;
(d) the Second Amended and Restated Surety Agreement;
(e) the Second Amended and Restated Assignment of Patents, Trademarks, Copyrights and Licenses Security Agreement;
(f) the UCC-3 financing statement;
(g) the UCC-1 financing statement;
(h) the Collateral Access Agreement (post closing);
(i) the Pledge Agreement;
(j) Guarantee and Indemnity Agreement executed by Acculogic CAN;
(k) General Security Agreement executed by Acculogic CAN;
(l) Confirmation of Security Interest in Intellectual Property executed by Acculogic CAN; and
(m) The financing statement registered under the Personal Property Security Act (Ontario) against Acculogic CAN;
(n) and such other documents, as the Bank may reasonably require.
9.3 Representations and Warranties. All representations and warranties of Borrower and Guarantors set forth in the Loan Documents shall be true at and as of the date hereof.
9.4 No Default. No condition or event shall exist or have occurred which would constitute a default or an Event of Default hereunder or under the Loan Agreement.
9.5 Advance Request. Borrower requests an Advance under the Term Loan in writing, which request shall set forth in reasonable detail the target of the proposed Permitted Acquisition, the type of acquisition, a copy of the related purchase agreement; the criteria establishing the qualifications as a Permitted Acquisition set forth in Section 1.1 of the Loan Agreement, the amortization period elected for such Loan, information regarding the formation of any new subsidiary in anticipation of such acquisition including, but not limited to ownership name and structure, type of organization, state of formation, operating agreement/articles of incorporation, organizational document number, federal tax identification number, authorized signatories and such other information as reasonably requested by Bank and in such form and content acceptable to Bank.
9.6 Good Standing Certificate. Bank shall have received a certificate of good standing with respect to each of Acculogic US and Acculogic CAN, dated within 30 days of the Effective Date of this Amendment, such certificate to be issued by the appropriate officer of each jurisdiction in which Acculogic US and Acculogic CAN is required to be qualified or licensed which certificates shall indicate that Acculogic US and Acculogic CAN is in good standing in such jurisdiction.
9.7 Authorizing Resolutions. Bank shall have received a certificate from the Secretary of each of Borrower, Acculogic US and Acculogic CAN attesting to the resolutions of each of Borrower’s, Acculogic US’, and Acculogic CAN’s Board of Directors authorizing its execution, delivery, and performance of this Amendment and the other Loan Documents to which Borrower and/or Acculogic US and/or Acculogic CAN, as applicable, is a party and authorizing specific officers of Borrower and/or Acculogic and/or Acculogic CAN, as applicable, to execute the same.
9.8 Governing Documents. Bank shall have received copies of each of Acculogic US and Acculogic CAN’s Governing Documents, as amended, modified, or supplemented to the Effective Date of this Amendment, certified by the Secretary of Acculogic US and Acculogic CAN.
9.9 Licenses, Approvals, Etc. Bank shall have received copies of all material licenses, approvals, consents, authorizations and filings of Acculogic US and Acculogic CAN required or necessary for the operation of its Business.
9.10 Material Agreements. Bank shall have received copies of all material agreements, leases and other documents related to Acculogic US and Acculogic CAN.
9.11 KYC Documentation. Bank shall have received, sufficiently in advance of closing, all “Know your customer” documentation and other governing documents, required by Bank in accordance with all applicable banking laws and regulations in effect from time to time, including without limitation, the USA PATRIOT Act.
9.12 Other. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed or recorded.
10. Additional Documents; Further Assurances. Borrower and Guarantors covenant and agree to execute and deliver to Bank, or to cause to be executed and delivered to Bank contemporaneously herewith, at the sole cost and expense of Borrower and Guarantors, any and all other documents, agreements, statements, resolutions, certificates, consents and information as Bank may require in connection with the matters or actions described herein. Borrower and Guarantors further covenant and agree to execute and deliver to Bank, or to cause to be executed and delivered, at the sole cost and expense of Borrower and Guarantors, from time to time, any and all other documents, agreements, statements, certificates and information as Bank shall request to evidence or effect the terms hereof or to enforce or protect Bank’s rights. All of such documents, agreements, statements, certificates and information shall be in form and content acceptable to Bank in its sole discretion.
11. Certain Fees, Costs, Expenses and Expenditures. Borrower and Guarantors agree to pay all of Bank’s costs and expenses in connection with the review, preparation, negotiation, documentation and closing of this Amendment and the consummation of the transactions contemplated hereunder, including without limitation, costs, fees and expenses of counsel retained by Bank and all fees related to filings, recording of documents and searches, whether or not the transactions contemplated hereunder are consummated. Nothing contained herein shall limit in any manner whatsoever Bank’s right to reimbursement under any of the Loan Documents.
12. No Novation.Nothing contained herein and no actions taken pursuant to the term hereof are intended to constitute a novation of the Loan Agreement or any of the Loan Documents and shall not constitute a release, termination or waiver of any of the liens, security interests, rights or remedies granted to Bank in the Loan Documents.
13. No Waiver. Except as otherwise provided herein, nothing herein contained and no actions taken by Bank in connection herewith shall constitute nor shall they be deemed to be a waiver, release or amendment of or to any rights, remedies, or privileges afforded to Bank under the Loan Documents. Nothing herein shall constitute a waiver by Bank of Borrower’s’ and Guarantors’ compliance with the terms of the Loan Documents, nor shall anything contained herein constitute an agreement by Bank to enter into any further amendments with Borrower and Guarantors.
14. Inconsistencies. To the extent of any inconsistency between the terms and conditions of this Amendment and the terms and conditions of the other Loan Documents, the terms and conditions of this Amendment shall prevail. All terms and conditions of the Loan Documents not inconsistent herewith shall remain in full force and effect and are hereby ratified and confirmed by Borrower and Guarantors.
15. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
16. No Third Party Beneficiaries. The rights and benefits of this Amendment and the Loan Documents shall not inure to the benefit of any third party.
17. Time of the Essence. Time is of the essence in the performance by Borrower and Guarantors of all the obligations hereunder.
18. Headings. The headings of the Sections of this Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Amendment.
19. Severability. The provisions of this Amendment and all other Loan Documents are deemed to be severable, and the invalidity or unenforceability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.
20. Modifications. No modifications of this Amendment or any of the Loan Documents shall be binding or enforceable unless in writing and signed by or on behalf of the party against whom enforcement is sought.
21. Law Governing. This Amendment has been made, executed and delivered in the Commonwealth of Pennsylvania and will be construed in accordance with and governed by the laws of such Commonwealth, without regard to any rules or principles regarding conflicts of law or any rule or canon of construction which interprets agreements against the draftsman.
22. Counterparts; Electronic Signatures. This Amendment may be executed in any number of counterparts, all of which when taken together constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of a photocopy, pdf, telecopy or other electronic version of an executed counterpart of a signature page to this Amendment shall be as effective as delivery of a manually executed counterpart of this Amendment.
23. Waiver of Right to Trial by Jury. BORROWER, GUARANTORS AND BANK WAIVE ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS AMENDMENT, (b) ARISING UNDER ANY OF THE OTHER LOAN DOCUMENTS OR (c) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF BORROWER OR GUARANTORS, WITH RESPECT TO THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. BORROWER, GUARANTORS AND BANK AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF BORROWER, GUARANTORS AND BANK TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. BORROWER AND GUARANTORS ACKNOWLEDGE THAT THEY HAVE HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL REGARDING THIS SECTION, THAT THEY FULLY UNDERSTAND ITS TERMS, CONTENT AND EFFECT, AND THAT THEY VOLUNTARILY AND KNOWINGLY AGREE TO THE TERMS OF THIS SECTION.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed this Amendment as of the date first above written.
| BORROWER:
INTEST CORPORATION, a Delaware corporation | |
| By: /s/ Duncan Gilmour Name: Duncan Gilmour Title: Secretary, Treasurer and Chief Financial Officer |
[Signature Page to Joinder and Second Amendment to Amended and Restated Loan and Security Agreement]
| GUARANTORS:
AMBRELL CORPORATION, a Delaware corporation | |
| By: /s/ Duncan Gilmour Name: Duncan Gilmour Title: Vice President, Treasurer and Secretary | |
| INTEST SILICON VALLEY CORPORATION, a Delaware corporation | |
| By: /s/ Duncan Gilmour Name: Duncan Gilmour Title: Vice President, Treasurer and Secretary | |
| INTEST EMS, LLC, a Delaware limited liability company | |
| By: /s/ Duncan Gilmour Name: Duncan Gilmour Title: Vice President, Treasurer and Secretary | |
| TEMPTRONIC CORPORATION, a Delaware corporation | |
| By: /s/ Duncan Gilmour Name: Duncan Gilmour Title: Vice President, Treasurer and Secretary | |
| VIDEOLOGY IMAGING CORPORATION, a Delaware corporation | |
| By: /s/ Duncan Gilmour Name: Duncan Gilmour Title: Vice President, Treasurer and Secretary |
[Signature Page to Joinder and Second Amendment to Amended and Restated Loan and Security Agreement]
| ACCULOGIC LTD., a Delaware corporation | |
| By: /s/ Duncan Gilmour Name: Duncan Gilmour Title: Vice President, Treasurer and Secretary | |
| ACCULOGIC INC., an Ontario corporation | |
| By: /s/ Duncan Gilmour Name: Duncan Gilmour Title: Vice President, Treasurer and Secretary | |
| BANK:
M&T BANK | |
| By: /s/ Steven A. Vilardi Steven A. Vilardi, Vice President |
[Signature Page to Joinder and Second Amendment to Amended and Restated to Loan and Security Agreement]
Exhibit A
SCHEDULES
| Schedule 10.3 | - Ownership Interests |
| Schedule 10.4 | - Subsidiaries |
| Schedule 10.14 | - Names |
| Schedule 10.16 | - Pension and Benefit Plans |
| Schedule 10.17 | - Leases and Contracts |
| Schedule 10.18 | - Intellectual Property |
| Schedule 10.20 | - Affiliate Transactions |
| Schedule 10.21(b) | - Licenses |
| Schedule 10.21(c) | - Operating Agreements |
| Schedule 10.21(d) | - Facility Sites |
| Schedule 10.21(e) | - Leases |
| Schedule 10.24 | - Subordinated Indebtedness |
| Schedule 12.1 | - Permitted Indebtedness |
| Schedule 12.2 | - Loans |
| Schedule 12.3 | - Permitted Investments |
| Schedule 12.7 | - Permitted Liens |
Schedule 10.3
Ownership Interests
| Entity | Owner | Percentage Ownership | Options, Warrants, Rights of Conversion or Purchase |
| Ambrell Corporation | inTEST Corporation | 100% | None |
| inTEST Silicon Valley Corporation | inTEST Corporation | 100% | None |
| inTEST EMS, LLC | inTEST Corporation | 100% | None |
| inTEST Thermal Solutions GmbH | inTEST Corporation | 100% | None |
| inTEST PTE Ltd. | inTEST Corporation | 100% | None |
| TEMPTRONIC CORPORATION | inTEST Corporation | 100% | None |
| Ambrell B.V. | Ambrell Corporation | 100% | None |
| Ambrell Limited | Ambrell Corporation | 100% | None |
| Videology Imaging Corporation | inTEST Corporation | 100% | None |
| Acculogic Inc. | inTEST Corporation | 100% | None |
| Acculogic Ltd. | inTEST Corporation | 100% | None |
Schedule 10.4
Subsidiaries
Schedule 10.3 is hereby incorporated by reference.
Schedule 10.14
Names
| Exact Legal Name | Former Legal Names (including date of change) |
| inTEST Corporation | None |
| Ambrell Corporation | Concourse Acquisition Corp. (5/25/2017) |
| inTEST Silicon Valley Corporation | inTEST Sunnyvale Corporation (1/26/2005) TD Acquisition Corp. (8/3/1998) TestDesign Corporation (8/3/1998 merged into TD Acquisition Corp.) |
| TEMPTRONIC CORPORATION | None |
| inTEST EMS, LLC | None |
| Videology Imaging Corporation | None |
| Acculogic Inc. | None |
| Acculogic Ltd. | None |
Schedule 10.16
United States Pension and Benefit Plans
None.
Schedule 10.17
Leases and Contracts
1. Lease Agreement between Exeter 804 East Gate, LLC and the Company dated May 10, 2010.
2. Lease Agreement between AMB-SGP Seattle/Boston, LLC and TEMPTRONIC CORPORATION (a subsidiary of the Company), dated October 25, 2010.
3. First Amendment to Lease between AMB-SGP Seattle/Boston, LLC and TEMPTRONIC CORPORATION dated March 1, 2011.
4. Second Amendment to Lease between James Campbell Company, LLC and TEMPTRONIC CORPORATION dated April 8, 2019.
5. Lease Agreement between Columbia California Warm Springs Industrial, LLC and inTEST Silicon Valley Corporation dated January 9, 2012.
6. First Amendment to Lease Agreement between Columbia California Warm Springs Industrial, LLC and inTEST Silicon Valley Corporation dated November 18, 2016.
7. Guaranty Agreements between Columbia California Warm Springs Industrial, LLC and inTEST Corporation dated January 9, 2012.
8. Second Amendment to Standard Lease Agreement, dated January 23, 2020, by and between inTEST Silicon Valley Corporation and Fremont Business Center, LLC.
9. Lease Agreement between Maguire Family Properties, Inc. and Ambrell Corporation dated December 19, 2017
10. Guaranty of Lease between Maguire Family Properties, Inc. and Ambrell Corporation dated December 19, 2017
| 11. | Lease between Taheri Properties Inc. and Acculogic Inc. dated December 21, 2021 for the premises municipally known as 175 Riviera Drive Markham, Ontario. |
| 12. | Lease between Spinnaker Properties Inc. and Acculogic Ltd. dated December 21, 2021 for the premises municipally known as 6475 Sycamore Court North, Maple Grove, MN, 55360. |
| 13. | Lease between Icon Owner Pool 1 LA Business Parks, LLC and Acculogic Inc. dated March 10, 2011 for the premises municipally known as 20992 Bake Parkway, Suite 112, Lake Forest, CA 92630, together with lease extensions dated April 30, 2014, May 23, 2016, and April 16, 2019. |
| 14. | Lease between Ruppert Immobilien GmbH & Co. KG and Acculogic GmbH dated September 20, 2006 for the premises municipally known as Papenreye 51, 22453 Hamburg, together with lease extensions dated March 4, 2010, and March 25, 2014 and lease to adjacent parking spaces dated May 6, 2010. |
Schedule 10.18
Intellectual Property
Trademarks
| Registered Owner | Mark | Registration Number | Date of Registration |
| TEMPTRONIC CORPORATION | TEMPTRONIC | 3748381 | Feb. 16, 2010 |
| TEMPTRONIC CORPORATION | THERMONICS | 4278707 | Jan. 22, 2013 |
| TEMPTRONIC CORPORATION |  | 1094282 | Jun. 27, 1978 |
| TEMPTRONIC CORPORATION | THERMOJOGGER | 1433671 | Mar. 24, 1987 |
| TEMPTRONIC CORPORATION | THERMO CHUCK | 1197134 | Jun. 8, 1982 |
| TEMPTRONIC CORPORATION | THERMO STREAM | 1085339 | Feb. 14, 1984 |
| TEMPTRONIC CORPORATION | THERMO SPOT | 5261537 | Aug. 5, 2017 |
| inTEST Corporation | INTEST | 2503999 | Nov. 6, 2001 |
| inTEST Corporation | inTEST | 1268558 | Feb. 28, 1984 |
| inTEST Corporation | in2 | 1255204 | Oct. 25, 1983 |
| inTEST Corporation | CENTAUR | 3657110 | Jul. 21, 2009 |
| inTEST Corporation | TRANSPAR | 3635236 | Jun. 9, 2009 |
| Ambrell | EXPERIENCE THE EXCELLENCE | 5101636 | Dec. 13, 2016 |
| Ambrell | EVIEW | 4922677 | Mar. 22, 2016 |
| Ambrell | EKOHEAT | 4751860 | Jun. 9, 2015 |
| Registered Owner | Mark | Registration Number | Date of Registration |
| Ambrell | EASYCOIL | 4746013 | Jun. 2, 2015 |
| Ambrell | AMBRELL | 4623638 | Oct. 21, 2014 |
| Ambrell | AMBRELL | 3317193 | Oct. 23, 2007 |
| Ambrell | EKOHEAT | 3526330 | Nov. 4, 2008 |
| Ambrell | AMERITHERM | 2299340 | Dec. 14, 1999 |
| Ambrell |  | 2301415 | Dec. 21, 1999 |
| Videology |  | 85018528 | |
| Videology |  | 78865148 |
| Trademark | Country | App. # | Reg # | Filing Date | Reg. Date |
| ACCULOGIC | Canada | 1,430,624 | TMA771,692 | 2009/3/11 | 2010/07/12 |
| ACCULOGIC | U.S. | 77/779941 | 4,065,067 | 2009/7/13 | 2011/12/6 |
 | Germany | 300228058 | 30022805 | 2000/3/23 | 2000/7/31 |
Trademark Applications - None.
Patents
| Registered Owner | Patent Name | Registration Number | Date of Registration |
| inTEST Corporation | Method and apparatus for docking a test head with a peripheral | 9,897,628 | 18-Sep-14 |
| inTEST Corporation | Test head manipulator | 9,557,371 | 6-May-08 |
| inTEST Corporation | Test head manipulator | 9,347,804 | 23-Feb-07 |
| inTEST Corporation | Test head positioner system | 9,134,387 | 17-Mar-08 |
| inTEST Corporation | Positioner system and method of positioning | 8.981,807 | 27-Jul-10 |
| inTEST Corporation | Cradle and cable handler for a test head manipulator | 8,763,962 | 17-Mar-08 |
| inTEST Corporation | Test head docking system and method with sliding linkage | 8,760,182 | 14-Jul-08 |
| inTEST Corporation | Test head vertical support system | 8,700,218 | 29-Dec-06 |
| inTEST Corporation | Test head manipulator | 8,618,822 | 23-Feb-07 |
| inTEST Corporation | Wrist joint for positioning a test head | 8,444,107 | 28-Jan-03 |
| inTEST Corporation | Test head positioning system and method | 8,350,584 | 29-Dec-06 |
| inTEST Corporation | Test head positioner system | 8,212,578 | 17-Mar-08 |
| inTEST Corporation | Test head positioning system | 8,141,834 | 10-Aug-06 |
| inTEST Corporation | Test head positioning system and method | 8,035,406 | 31-Mar-03 |
| inTEST Corporation | Safety mechanism for materials handling system | 7,845,607 | 18-Feb-03 |
| inTEST Corporation | Modular interface | 7,834,718 | 13-Dec-04 |
| inTEST Corporation | Test head positioning system and method | 7,728,579 | 31-Mar-03 |
| inTEST Corporation | Modular interface | 7,605,583 | 13-Jul-04 |
| inTEST Corporation | Modular interface | 7,605,582 | 13-Jul-04 |
| inTEST Corporation | Computer cabinet | D585,662 | 20-Sep-07 |
| inTEST Corporation | Test head docking system and method | 7,466,122 | 16-Jul-01 |
| inTEST Corporation | Apparatus and method for balancing and for providing a compliant range to a test head | 7,340,972 | 22-Sep-00 |
| inTEST Corporation | Modular interface | 7,301,326 | 13-Jul-04 |
| inTEST Corporation | Signal module | D554,594 | 22-Nov-06 |
| inTEST Corporation | Signal module | D554,593 | 22-Nov-06 |
| inTEST Corporation | Test head positioning system and method | 7,235,964 | 31-Mar-03 |
| inTEST Corporation | Signal module | D535,260 | 13-Jul-04 |
| Registered Owner | Patent Name | Registration Number | Date of Registration |
| inTEST Corporation | Signal module | D528,989 | 13-Jul-04 |
| inTEST Corporation | Test head docking system and method | 7,109,733 | 16-Jul-01 |
| inTEST Corporation | Apparatus and method for balancing and for providing a compliant range to a test head | 7,084,358 | 20-Sep-01 |
| inTEST Corporation | Side supports with adjustable center of gravity | 6,975,105 | 20-Sep-00 |
| TEMPTRONIC CORPORATION | Apparatus for attachment of accessories to processing equipment | 10,578,237 | 12-Aug-16 |
| TEMPTRONIC CORPORATION | Temperature-controlled enclosures and temperature control system using the same | 10,060,668 | 13-Mar-07 |
| TEMPTRONIC CORPORATION | Temperature system having an impurity filter | 9,335,080 | 17-Oct-11 |
| TEMPTRONIC CORPORATION | Environmental test system and method eith in-situ temperature sensing of device under test (DUT) | 8,602,641 | 2-May-13 |
| TEMPTRONIC CORPORATION | Temperature-controlled enclosures and temperature control system using the same | 8,408,020 | 13-Mar-07 |
| TEMPTRONIC CORPORATION | Temperature-controlled enclosures and temperature control system using the same | 7,629,533 | 13-Mar-07 |
| TEMPTRONIC CORPORATION | High-flow cold air chiller (THERMONICS) | 7,603,871 | 29-Jun-06 |
| TEMPTRONIC CORPORATION | Method and apparatus for latent temperature control for a device under test (SIGMA) | 7,483,769 | 30-Jan-06 |
| TEMPTRONIC CORPORATION | Method and apparatus for latent temperature control for a device under test (SIGMA) | 6,993,418 | 2-Aug-02 |
| TEMPTRONIC CORPORATION | Workpiece chuck with temperature control assemble having spacers between layers providing clearance for thermoelectric modules | 6,886,347 | 10-Jul-03 |
| TEMPTRONIC CORPORATION | Workpiece chuck with temperature control assemble having spacers between layers providing clearance for thermoelectric modules | 6,745,575 | 11-Jul-02 |
| TEMPTRONIC CORPORATION | Apparatus and method for controlling temperature in a device under test using integrated temperature sensing diode | 6,552,561 | 20-Apr-01 |
| Registered Owner | Patent Name | Registration Number | Date of Registration |
| TEMPTRONIC CORPORATION | Apparatus and method for controlling temperature in a wafer using integrated temperature sensing diode | 6,545,494 | 10-Jul-00 |
| Ambrell Corp | Food heater | 10,206,250 | 20-Apr-06 |
| Ambrell Corp | Induction heating system | 9,554,423 | 25-Oct-12 |
| Ambrell Corp | Dynamic power balancing among multiple induction heater power units | 9,439,246 | 15-Mar-13 |
| Ambrell Corp | Power system component protection system for use with an induction heating system | 9,167,631 | 25-Aug-06 |
| Ambrell Corp | Food heater | 9,000,335 | 21-Apr-06 |
| Ambrell Corp | Induction heating systems and methods for producing an object having a varying hardness along the length of the object | 8,803,047 | 14-Jun-12 |
| Ambrell Corp | Portable food heater | 8,481,893 | 28-Aug-06 |
| Ambrell Corp | Power switching system to increase induction heating to a load from available AC mains power | 8,331,115 | 15-Nov-07 |
| Ambrell Corp | Automatic frequency compensation for pulse width modulated RF level control | 8,283,985 | 25-Aug-06 |
| Ambrell Corp | Constant phase angle control for frequency agile power switching systems | 8,269,532 | 10-Aug-06 |
| Ambrell Corp | High voltage full bridge circuit and method for operating the same | 7,995,362 | 15-Jun-06 |
| Ambrell Corp | Constant phase angle control for frequency agile power switching systems | 7,906,997 | 10-Aug-06 |
| Ambrell Corp | Radio frequency (RF) induction cooking food heater | 7,829,827 | 21-Apr-06 |
| Ambrell Corp | Portable food heater | 7,804,045 | 28-Aug-06 |
| Ambrell Corp | Power switching system to increase induction heating to a load from available AC mains power | 7,787,268 | 15-Nov-07 |
| Ambrell Corp | Automatic frequency compensation for pulse width modulated RF level control | 7,626,463 | 25-Aug-06 |
| Ambrell Corp, BASF Corp | Fast-drying, radiofrequency-activatable inkjet inks and methods and systems for their use | 7,520,600 | 1-Nov-04 |
| Registered Owner | Patent Name | Registration Number | Date of Registration |
| Ambrell Corp | Constant phase angle control for frequency agile power switching systems | 7,551,011 | 10-Aug-06 |
| Ambrell Corp | High voltage full bridge circuit and method for operating the same | 7,489,530 | 15-Jun-05 |
| Ambrell Corp | Electrode apparatus for stray field radio frequency heating | 6,995,345 | 18-Mar-02 |
| Ambrell Corp | Induction furnace for heating a workpiece in an inert atmosphere or vacuum | 6,861,629 | 9-May-02 |
Registered owner of Acculogic Active and Expired Patents—Acculogic Inc.
Patent Applications
| Registered Owner | Patent Name | Application Number | Filing Date |
| TEMPTRONIC CORPORATION | Temperature forcing system and method with conductive thermal probes | 15/437861 | 21-Feb-17 |
| TEMPTRONIC CORPORATION | System and method for device under test cooling using digital scroll compressor | 15/947415 | 6-Apr-18 |
| TEMPTRONIC CORPORATION | Apparatus and method for controlling temperature at multiple test sites | 16/692334 | 22-Nov-19 |
Copyrights and Copyright Applications - None.
Material IP Licenses - None.
Schedule 10.20
Affiliate Transactions
None
Schedule 10.21(b)
Licenses
ITAR Registration – The iTS (inTEST Thermal Solutions) business unit has this registration because it sells certain products to customers in the defense/aerospace industries.
Schedule 10.21(c)
Operating Agreements
None.
Schedule 10.21(d)
Addresses
| Entity | Locations |
| inTEST Corporation | Chief Executive Office 804 East Gate Drive Suite 200, Mount Laurel, NJ 08054 Other Places of Business 41 Hampden Rd, Mansfield, MA 02048 Books / Inventory and Equipment 804 East Gate Drive, Mount Laurel, NJ 08054 |
| Ambrell Corporation | Chief Executive Office 1655 Lyell Avenue, Rochester, New York 14606 Other Places of Business / Books / Inventory and Equipment 804 East Gate Drive, Mount Laurel, NJ 08054 Other Location Where Books Are Held Previous Address (No Longer Used) |
| inTEST Silicon Valley Corporation | Chief Executive Office 47777 Warm Springs Boulevard, Fremont, California 94539 Other Places of Business / Books / Inventory and Equipment 804 East Gate Drive, Mount Laurel, NJ 08054 Other Location Where Books Are Held |
| TEMPTRONIC CORPORATION | Chief Executive Office 41 Hampden Rd, Mansfield, MA 02048 Other Places of Business / Books / Inventory and Equipment 804 East Gate Drive, Mount Laurel, NJ 08054 Other Location Where Books Are Held |
| inTEST EMS, LLC | Chief Executive Office 804 East Gate Drive Suite 200, Mount Laurel, NJ 08054 Other Places of Business / Books / Inventory and Equipment 804 East Gate Drive, Mount Laurel, NJ 08054 |
| Videology Imaging Corporation | 37M Lark Industrial Parkway, Greenville, Rhode Island 02828 |
| Acculogic Inc. | Chief Executive Office 40 King Street West, 2100, Toronto, Ontario, Canada, M5H 3C2 Other Places of Business / Books / Inventory and Equipment 175 Riviera Drive Markham, Ontario |
| Acculogic Ltd. | Chief Executive Office 804 East Gate Drive Suite 200, Mount Laurel, NJ 08054 Other Places of Business / Books / Inventory and Equipment 6475 Sycamore Court North, Maple Grove, MN, 55360 |
Schedule 10.21(e)
Leases
| Lease Description | Landlord | Locations |
| Lease Agreement between Exeter 804 East Gate, LLC and the Company dated May 10, 2010 | Exeter 804 East Gate 2018 LLC Exeter Property Group 101 West Elm Street, Suite 600 Conshohocken, PA 19428 | 804 East Gate Drive Suite 200 Mount Laurel, NJ 08054 |
| Second Amendment to Lease between James Campbell Company, LLC and TEMPTRONIC CORPORATION dated April 8, 2019 | James Campbell Company, LLC 425 California Street Suite 500 San Francisco, CA 94104-2112 | 41 Hampden Rd Mansfield, MA 02048 |
| Lease Agreement between Maguire Family Properties, Inc. and Ambrell Corporation dated December 19, 2017 | Maguire Family Properties Inc. 770 Rock Beach Road Rochester, NY 14617 | 1655 Lyell Avenue Rochester, New York 14606 |
| Second Amendment to Standard Lease Agreement, dated January 23, 2020, by and between inTEST Silicon Valley Corporation and Fremont Business Center, LLC | Fremont Business Center LLC c/o CIP Real Restate 19762 MacArthur Blvd., Suite 300 Irvine, California ###-###-#### | 47777 Warm Springs Boulevard Fremont, California 94539 |
| Lease between Taheri Properties Inc. and Acculogic Inc. dated December 21, 2021. | Taheri Properties Inc. | 75 Riviera Drive Markham, Ontario. |
| Lease between Spinnaker Properties Inc. and Acculogic Ltd. dated December 21, 2021. | Spinnaker Properties Inc. | 6475 Sycamore Court North, Maple Grove, MN, 55369 |
Schedule 10.24
Subordinated Indebtedness
None.
Schedule 12.1
Existing Indebtedness
None.
Schedule 12.2
Loans
None.
Schedule 12.3
Permitted Investments
Schedule 10.3 is hereby incorporated by reference.
Schedule 12.7
Liens
None.
