ex_300116.htm


 


Exhibit 10.1


 


 


JOINDER AND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


 


THIS JOINDER AND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “Amendment”) is effective as of October 28, 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 (individually and collectively, jointly and severally, the “Original Guarantors”), and VIDEOLOGY IMAGING CORPORATION, a Delaware corporation (“Videology” and together with 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 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 Videology Acquisition as a Permitted Acquisition under the Term Loan. Borrower has requested and Bank has agreed to approve Borrower’s acquisition of Videology (“Videology Acquisition”) as a Permitted Acquisition under the Term Loan. Videology will be holding the assets acquired through the Videology Acquisition.


 


2.    Joinder. Videology hereby agrees 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, Videology has assumed the obligations of a Guarantor under, and Videology shall 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, Videology hereby represents and warrants to Bank that (x) each representation made by Original Guarantors in the Loan Agreement are true and correct as to Videology on and as of the date hereof, and (y) Videology has heretofore received a true and correct copy of the Loan Agreement, Surety Agreement and other Loan Documents as in effect on the date hereof.


 





-2-










 








 


3.    Amended Definitions. The following defined term in Section 1.1 of the Loan Agreement is hereby amended and restated in their entirety to read as follows:


 


“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, and Videology Imaging Corporation, a Delaware 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

				
			 22-2370659

				
			2726308

				
			Delaware

			
	
			Ambrell Corporation

				
			16-1271448

				
			5695927

				
			Delaware

			
	
			inTEST Silicon Valley Corporation

				
			94-3043339

				
			2916520

				
			Delaware

			
	
			inTEST EMS, LLC

				
			83-2411891

				
			7130712

				
			Delaware

			
	
			Temptronic Corporation

				
			52-2222202

				
			3142413

				
			Delaware

			
	
			Videology Imaging Corporation

				
			87-2955379

				
			6283703

				
			Delaware

			



 


5.    Amended and Restated Term Note. Coincident with the execution of this Amendment, Borrower shall execute and deliver to Bank an (i) Amended and Restated Delayed Draw Term Note 1 in the original principal amount of $12,000,000 and (ii) Amended and Restated Delayed Draw Term Note 1A in the original principal amount of $13,000,000 (each an “Amended and Restated Note”). The Amended and Restated Notes shall be in form and content acceptable to Bank and re-evidence the existing indebtedness of Borrower to Bank under that certain Delayed Draw Term Note dated October 15, 2021 in the original principal amount of $25,000,000 (the “Prior Note”). All references to the Term Notes in the Loan Agreement and other Loan Documents shall be deemed to be references to the Amended and Restated Notes. The parties hereby expressly acknowledge and agree that the Amended and Restated Notes merely re-evidences the indebtedness evidenced by the Prior Note and is given in substitution of and not as payment of the Prior Note.


 





-3-










 








 


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;


 





-4-










 








 


(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 Videology.


 


9.2   Executed Documents. Borrower, Guarantors and all other required persons and entities will have executed and delivered to Bank:


 


(a)    this Amendment;


 


(b)    the Amended and Restated Notes;


 


(c)    the Amended and Restated Surety Agreement;


 


(d)    the Amended and Restated Assignment of Patents, Trademarks, Copyrights and Licenses Security Agreement;


 


(e)    the UCC-3 financing statement;


 


(f)    the Collateral Access Agreement (post closing);


 


(g)    the Post Closing Letter Agreement; and


 


(h)    and such other documents, as the Bank may reasonably require.


 





-5-










 








 


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 Videology, 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 Videology is required to be qualified or licensed which certificates shall indicate that Videology is in good standing in such jurisdiction.


 


9.7   Authorizing Resolutions. Bank shall have received a certificate from the Secretary of each Videology attesting to the resolutions of each Videology’s Board of Directors authorizing its execution, delivery, and performance of this Amendment and the other Loan Documents to which Videology is a party and authorizing specific officers of Videology to execute the same.


 


9.8    Governing Documents. Bank shall have received copies of each Videology’s Governing Documents, as amended, modified, or supplemented to the Effective Date of this Amendment, certified by the Secretary of Videology.


 


9.9    Licenses, Approvals, Etc. Bank shall have received copies of all material licenses, approvals, consents, authorizations and filings of Videology 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 Videology.


 


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.


 





-6-










 








 


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.


 





-7-










 








 


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]


 





-8-










 








 


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 Amendment to Amended and Restated Loan and Security Agreement]


 





-9-










 








 


	
			 

				
			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	 
	 	 	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 Amendment to Amended and Restated Loan and Security Agreement]





-10-










 








 


	
			 

				
			BANK:

				
			 

			
	 	 	 
	 	M&T BANK	 
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Steven A. Vilardi

				
			 

			
	
			 

				
			 

				
			Steven A. Vilardi, Vice President

				
			 

			



 





-11-










 








 


Exhibit A


 


Schedules to Loan Agreement


 


Attached.


 





-12-










 








 


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

			



 



-13-




 




 


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

			



 



-14-




 




 


Schedule 10.4


Subsidiaries


 


Schedule 10.3 is hereby incorporated by reference.


 



-15-




 




 


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

			



 




1 NTD: Ambrell Corporation was acquired via merger.


 



-16-




 




 


Schedule 10.16


United States Pension and Benefit Plans


 


None.


 



-17-




 




 


Schedule 10.17


Leases and Contracts


 


1.    Lease Agreement between Exeter 804 East Gate, LLC and the Company dated May 10, 2010.


1.


2.    Lease Agreement between AMB-SGP Seattle/Boston, LLC and TEMPTRONIC CORPORATION (a subsidiary of the Company), dated October 25, 2010.


2.


3.    First Amendment to Lease between AMB-SGP Seattle/Boston, LLC and TEMPTRONIC CORPORATION dated March 1, 2011.


3.


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.


4.


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


 



-18-




 




 


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

			
	
			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

				 



 





-19-










 








 


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

			
	
			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

			



 





-20-










 








 


	Registered Owner	Patent Name	Registration Number	Date of Registration
	
			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

			
	
			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

			



 





-21-










 








 


	
			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

			
	
			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

			



 





-22-










 








 


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.


 



-23-




 




 


Schedule 10.20


Affiliate Transactions


 


None


 



-24-




 




 


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.


 



-25-




 




 


Schedule 10.21(c)


Operating Agreements


 


None.


 



-26-




 




 


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

			1655 Lyell Avenue, Rochester, New York 14606


			Previous Address (No Longer Used)

			39 Main Street, Scottsville, NY 14546

			
	
			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

			47777 Warm Springs Boulevard, Fremont, California 94539

			
	
			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

			41 Hampden Rd, Mansfield, MA 02048

			
	
			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

			



 


 


 


 



-27-




 




 


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 92612-2498

				
			47777 Warm Springs Boulevard


			Fremont, California 94539

			



 



-28-




 




 


 


 


Schedule 10.24


Subordinated Indebtedness


 


None.


 



-29-




 




 


 


 


Schedule 12.1


Existing Indebtedness


 


None.


 



-30-




 




 


 


 


Schedule 12.2


Loans


 


None.


 



-31-




 




 


 


 


Schedule 12.3


Permitted Investments


 


Schedule 10.3 is hereby incorporated by reference.


 



-32-




 




 


Schedule 12.7


Liens


 


None.


 


 





-33-