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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

 
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the fiscal year ended January 31, 2017
OR
 
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the transition period from                      to                     
Commission file number 0-13200

AstroNova, Inc.
(Exact name of registrant as specified in its charter)

Rhode Island	 	05-0318215	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer Identification No.)	
		
600 East Greenwich Avenue,
West Warwick, Rhode Island	 	02893	
(Address of principal executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code: (401) 828-4000
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	 	Name of each exchange
on which registered	
Common Stock, $.05 Par Value	 	NASDAQ Global Market	
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer    ☐	 	Accelerated filer    ☑	  	Non-accelerated filer    ☐	  	Smaller reporting company    ☐	
	 		  	(Do not check if a smaller reporting company)	  		
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    Yes  ☐    No  ☒
The aggregate market value of the registrant’s voting common equity held by non-affiliates at July 29, 2016 was approximately $85,985,000 based on the closing price on the Nasdaq Global Market on that date.
As of March 24, 2017 there were 7,525,046 shares of Common Stock (par value $0.05 per share) of the registrant outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company’s definitive Proxy Statement for the 2017 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

 

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ASTRONOVA, INC.
FORM 10-K ANNUAL REPORT
 TABLE OF CONTENTS

 	    	 	  	Page	
PART I	    		  		
			
Item 1.	    	Business	  	3-6	
Item 1A.	    	Risk Factors	  	6-13	
Item 1B.	    	Unresolved Staff Comments	  	13	
Item 2.	    	Properties	  	14	
Item 3.	    	Legal Proceedings	  	14	
Item 4.	    	Mine Safety Disclosures	  	14	
			
PART II	    		  		
			
Item 5.	    	Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities	  	15-17	
Item 6.	    	Selected Financial Data	  	17	
Item 7.	    	Management’s Discussion and Analysis of Financial Condition and Results of Operations	  	17-27	
Item 7A.	    	Quantitative and Qualitative Disclosures About Market Risk	  	27	
Item 8.	    	Financial Statements and Supplementary Data	  	28	
Item 9.	    	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	  	28	
Item 9A.	    	Controls and Procedures	  	28	
Item 9B.	    	Other Information	  	28	
			
PART III	    		  		
			
Item 10.	    	Directors, Executive Officers and Corporate Governance	  	29-30	
Item 11.	    	Executive Compensation	  	30	
Item 12.	    	Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters	  	30	
Item 13.	    	Certain Relationships, Related Transactions and Director Independence	  	31	
Item 14.	    	Principal Accountant Fees and Services	  	31	
			
PART IV	    		  		
			
Item 15.	    	Exhibits and Financial Statement Schedule	  	32	
Item 16.	    	Form 10-K Summary	  	32	
 
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ASTRONOVA, INC.
Forward-Looking Statements
Information included in this Annual Report on Form 10-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, but rather reflect our current expectations concerning future events and results. We generally use the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “continues,” “may,” “will,” and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, those factors set forth in this Annual Report on Form 10-K under “Item 1A. Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The reader is cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Annual Report on Form 10-K.
PART I
Item 1. Business
General
Unless otherwise indicated, references to “AstroNova,” the “Company,” “we,” “our,” and “us” in this Annual Report on Form 10-K refer to AstroNova, Inc. and its consolidated subsidiaries.
AstroNova designs, develops, manufactures and distributes a broad range of specialty printers and data acquisition and analysis systems, including both hardware and software, which incorporate advanced technologies in order to acquire, store, analyze, and present data in multiple formats. Target markets for hardware and software products of the Company include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications, distribution, food and beverage, general manufacturing, packaging and transportation.
The Company’s products are distributed through its own sales force and authorized dealers in the United States. We sell to customers outside of the United States primarily through our branch offices in Canada, Europe and Asia as well as through independent dealers and representatives. Approximately 30% of the Company’s sales in fiscal 2017 were to customers located outside the United States.
We operate the business through two operating segments, Product Identification (previously known as the QuickLabel segment) and Test & Measurement (T&M). Financial information by business segment and geographic area appears in Note 13 to our audited consolidated financial statements included elsewhere in this report.
On June 19, 2015, we completed the asset purchase of the aerospace printer product line from Rugged Information Technology Equipment Corporation (RITEC). Our aerospace printer product line is part of the T&M product group and is reported as part of the T&M segment. We began shipment of the RITEC products in the third quarter of fiscal 2016. Refer to Note 2, “Acquisition,” in our audited consolidated financial statements included elsewhere in this report.
On February 1, 2017, AstroNova completed its acquisition of TrojanLabel ApS (TrojanLabel) a European manufacturer of digital color label presses and specialty printing systems for a broad range of end markets. TrojanLabel will be reported as part of our Product Identification segment beginning with the first quarter of fiscal year 2018. Refer to Note 20, “Subsequent Event,” in our audited consolidated financial statements included elsewhere in this report.
 
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The following description of our business should be read in conjunction with “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages 17 through 27 of this Annual Report on Form 10-K.
Description of Business
Product Overview
AstroNova leverages its expertise in data visualization technologies to design, manufacture and market specialty printing systems, test and measurement systems and related services for select growing markets on a global basis. The business consists of two segments, Product Identification, which includes specialty printing systems sold under the brand name QuickLabel ® and Test & Measurement (T&M), which includes test and measurement systems sold under the AstroNova™ brand name. Refer to Note 13, “Nature of Operations, Segment Reporting and Geographical Information,” in our audited consolidated financial statements elsewhere in this report for financial information regarding the Company’s segments.
Products sold under the QuickLabel brand are used in industrial and commercial product packaging, branding and labeling applications to digitally print custom labels and corresponding visual content on demand. Products sold under the AstroNova brand acquire and record visual and electronic signal data from local and networked data streams and sensors. The recorded data is processed and analyzed and then stored and presented in various visual output formats. In the aerospace market, the Company has a long history of using its data visualization technologies to provide high-resolution airborne printers.
Product Identification
QuickLabel brand products include tabletop and work cell-ready digital color label printers and specialty OEM printing systems as well as a full line of consumables including labels, tags, inks, toner and thermal transfer ribbons. In addition, the Product Identification segment sells special software used to design labels and print them on an automated basis and also provides training and support on a worldwide basis via highly trained service technicians.
Through the QuickLabel line, our Product Identification segment offers a broad range of entry-level, mid-range, and high-performance digital label printers, providing customers a continuous path to upgrade to new labeling solutions designed, manufactured and sold by the Company. Product Identification segment products are primarily sold to manufacturers, processors, and retailers who label products on a short-run basis. QuickLabel’s customers benefit from the efficiency, flexibility and cost-savings of digitally printing their own labels on-site and on-demand. Industry segments that commonly benefit from short-run label printing include chemicals, cosmetics, food and beverage, medical products, and pharmaceuticals, among many others.
Current QuickLabel models include the Kiaro! family of high-speed inkjet color label printers, the QL-111 industrial color label printer and the QL-800 wide format color label printer, as well as a family of barcode printers.
T&M
Products sold under the AstroNova T&M brand acquire and record visual and electronic signal data from local and networked data streams and sensors. The recorded data is processed and analyzed and then stored and presented in various visual output formats. The Company supplies a range of products and services that include hardware, software and consumables to customers who are in a variety of industries.
Our T&M products include the Daxus ® portable data acquisition system, TMX ® high-speed data acquisition system, DDX100 SmartCorder ® portable data acquisition system, EVX multi-channel chart recording system, ToughWriter ® , Miltope-brand and RITEC-brand airborne printers and ToughSwitch ® ruggedized Ethernet switches.
 
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AstroNova airborne printers are used in the flight deck and in the cabin of military, commercial and business aircraft to print hard copies of data required for the safe and efficient operation of aircraft, including navigation maps, arrival and departure procedures, flight itineraries, weather maps, performance data, passenger data, and various air traffic control data. ToughSwitch Ethernet switches are used in military aircraft and military vehicles to connect multiple computers or Ethernet devices. The airborne printers and Ethernet switches are ruggedized to comply with rigorous military and commercial flightworthiness standards for operation under extreme environmental conditions. The Company is currently furnishing ToughWriter airborne printers for numerous aircraft made by Airbus, Boeing, Embraer, Bombardier, Lockheed, Gulfstream and others.
The Company’s family of portable data recorders is used in research and development (R&D) and maintenance applications in aerospace and defense, energy discovery and production operations, rapid rail, automotive, and a variety of other transportation and industrial applications. The TMX data acquisition system is designed for data capture of long-term testing where the ability to monitor high channel counts and view a wide variety of input signals, including time-stamped and synchronized video capture data and audio notation is important. The Daxus and DDX 100 SmartCorder are both powerful instruments designed for portability and ease of use in facilities maintenance applications, field work, test cells and transportation. Daxus and DDX100 SmartCorder can be linked to increase channel count and can also be networked for distributed data collection.
Technology
Our core technologies are data visualization technologies that relate to (1) acquiring data, (2) conditioning the data, (3) displaying the data on hard copy, monitor or electronic storage media, and (4) analyzing the data.
Patents and Copyrights
We hold a number of product patents in the United States and in foreign countries. We rely on a combination of copyright, patent, trademark and trade secret laws in the United States and other jurisdictions to protect our technology and brand name. While we consider our intellectual property to be important to the operation of our business, we do not believe that any existing patent, license, trademark or other intellectual property right is of such importance that its loss or termination would have a material adverse effect on the Company’s business taken as a whole.
Manufacturing and Supplies
We manufacture many of the products that we design and sell. Raw materials and supplies are typically available from a wide variety of sources. We manufacture most of the sub-assemblies and parts in-house including printed circuit board assemblies, harnesses, machined parts, and general final assembly. Many parts are standard electronic items available from multiple sources. Other parts are designed by us and manufactured by outside vendors. There are a few parts that are sole source, but these parts could be sourced elsewhere with appropriate changes in the design of our product.
Product Development
We maintain an active program of product research and development. During fiscal 2017, 2016 and 2015, we spent $6.3 million, $6.9 million and $5.8 million, respectively, on Company-sponsored product development. We are committed to continuous product development as essential to our organic growth and expect to continue our focus on research and development efforts in fiscal 2018 and beyond.
Marketing and Competition
The Company competes worldwide in multiple markets. In the specialty printing field, we believe we are a market leader in tabletop color label printing technology and in aerospace printers. In the data acquisition area, we believe that we are one of the leaders in portable high speed data acquisition systems.
 
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We retain a leadership position by virtue of proprietary technology, product reputation, delivery, technical assistance, and service to customers. The number of competitors varies by product line. Our management believes that we have a market leadership position in many of the markets we serve. Key competitive factors vary among our product lines, but include technology, quality, service and support, distribution network, and breadth of product and service offerings.
Our products are sold by direct field salespersons as well as independent dealers and representatives. In the United States, the Company has factory-trained direct field salespeople located in major cities from coast to coast specializing in either Product Identification or AstroNova T&M products. Additionally, we have direct field sales or service centers in Canada, China, France, Germany, Mexico, Southeast Asia and the United Kingdom staffed by our own employees, some of whom are third party contractors. In the rest of the world, we utilize approximately 90 independent dealers and representatives selling and marketing our products in 57 countries.
No single customer accounted for 10% or more of our net revenue in either of the last three fiscal years.
International Sales
In fiscal 2017, 2016 and 2015, revenue from customers in various geographic areas outside the United States, primarily in Canada and Western Europe, amounted to $28.6 million, $26.4 million and $26.8 million, respectively. Refer to Note 13, “Nature of Operations, Segment Reporting and Geographical Information,” in our audited consolidated financial statements elsewhere in this report for further financial information by geographic areas.
Order Backlog
Our backlog varies regularly. It consists of a blend of orders for end-user customers as well as original equipment manufacturer customers. Manufacturing is geared to forecasted demands and applies a rapid turn cycle to meet customer expectations. Accordingly, the amount of order backlog may not indicate future sales trends. Backlog at January 31, 2017, 2016 and 2015 was $17.6 million, $18.2 million and $18.3 million, respectively.
Employees
As of January 31, 2017, we employed 312 team members. We are generally able to satisfy our employment requirements. No employees are represented by a union. We believe that employee relations are good.
Other Information
The Company’s business is not seasonal in nature. However, our revenue is impacted by the size of certain individual transactions, which can cause fluctuations in revenue from quarter to quarter.
Available Information
We make available on our website (www.astronovainc.com) the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission (SEC). These filings are also accessible on the SEC’s website at http://www.sec.gov.
Item 1A. Risk Factors
The following risk factors should be carefully considered in evaluating AstroNova, because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of
 
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the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business operations.
AstroNova’s operating results and financial condition could be harmed if the markets into which we sell our products decline or do not grow as anticipated.
Any decline in our customers’ markets or in their general economic conditions would likely result in a reduction in demand for our products. For example, although we have continued to experience measured progress, as sales have increased steadily from prior years, we are still affected by the continued global economic uncertainty. Some of our customers may be reluctant to make capital equipment purchases or may defer certain of these purchases to future quarters. Some of our customers may also limit consumable product purchases to quantities necessary to satisfy immediate needs with no provisions to stock supplies for future use. Also, if our customers’ markets decline, we may not be able to collect on outstanding amounts due to us. Such declines could harm our results of operations, financial position and cash flows and could limit our ability to continue to remain profitable.
AstroNova’s future revenue growth depends on our ability to develop and introduce new products and services on a timely basis and achieve market acceptance of these new products and services.
The markets for our products are characterized by rapidly changing technologies and accelerating product introduction cycles. Our future success depends largely upon our ability to address the rapidly changing needs of our customers by developing and supplying high-quality, cost-effective products, product enhancements and services on a timely basis and by keeping pace with technological developments and emerging industry standards. The success of our new products will also depend on our ability to differentiate our offerings from our competitors’ offerings, price our products competitively, anticipate our competitors’ development of new products, and maintain high levels of product quality and reliability. AstroNova spends a significant amount of time and effort related to the development of our airborne and color printer products as well as our Test and Measurement data recorder products. Failure to further develop any of our new products and their related markets as anticipated could adversely affect our future revenue growth and operating results.
As we introduce new or enhanced products, we must also successfully manage the transition from older products to minimize disruption in customers’ ordering patterns, avoid excessive levels of older product inventories and provide sufficient supplies of new products to meet customer demands. The introduction of new or enhanced products may shorten the life cycle of our existing products, or replace sales of some of our current products, thereby offsetting the benefit of even a successful product introduction and may cause customers to defer purchasing existing products in anticipation of the new products. Additionally, when we introduce new or enhanced products, we face numerous risks relating to product transitions, including the inability to accurately forecast demand, manage excess and obsolete inventories, address new or higher product cost structures, and manage different sales and support requirements due to the type or complexity of the new products. Any customer uncertainty regarding the timeline for rolling out new products or AstroNova’s plans for future support of existing products may cause customers to delay purchase decisions or purchase competing products which would adversely affect our business and operating results.
AstroNova faces significant competition, and our failure to compete successfully could adversely affect our results of operations and financial condition.
We operate in an environment of significant competition, driven by rapid technological advances, evolving industry standards, frequent new product introductions and the demands of customers to become more efficient. Our competitors range from large international companies to relatively small firms. We compete on the basis of technology, performance, price, quality, reliability, brand, distribution and customer service and support. Our success in future performance is largely dependent upon our ability to compete successfully in the markets we
 
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currently serve and to expand into additional market segments. Additionally, current competitors or new market entrants may develop new products with features that could adversely affect the competitive position of our products. To remain competitive, we must develop new products, services and applications and periodically enhance our existing offerings. If we are unable to compete successfully, we could lose market share and important customers to our competitors which could materially adversely affect our business, results of operations and financial position.
AstroNova is dependent upon contract manufacturers for some of our products. If these manufacturers do not meet our requirements, either in volume or quality, then we could be materially harmed.
We subcontract the manufacturing and assembly of certain of our products to independent third parties at facilities located in various countries. Relying on subcontractors involves a number of significant risks, including:
 
 	•	 	Limited control over the manufacturing process;	
 
 	•	 	Potential absence of adequate production capacity;	
 
 	•	 	Potential delays in production lead times;	
 
 	•	 	Unavailability of certain process technologies; and	
 
 	•	 	Reduced control over delivery schedules, manufacturing yields, quality and costs.	
If one of our significant subcontractors becomes unable or unwilling to continue to manufacture these products in required volumes or fails to meet our quality standards, we will have to identify qualified alternate subcontractors or we will have to take over the manufacturing ourselves. Additional qualified subcontractors may not be available, or may not be available on a timely or cost competitive basis. Any interruption in the supply or increase in the cost of the products manufactured by third party subcontractors or failure of a subcontractor to meet quality standards could have a material adverse effect on our business, operating results and financial condition.
For certain components, assembled products and consumables, AstroNova is dependent upon single or limited source suppliers. If these suppliers do not meet demand, either in volume or quality, then we could be materially harmed.
Although we use standard parts and components for our products where possible, we purchase certain components, assembled products and consumables used in the manufacture of our products from a single source or limited supplier sources. If the supply of a key component, assembled products or certain consumables were to be delayed or curtailed or, in the event a key manufacturing or sole vendor delays shipment of such components or assembled products, our ability to ship products in desired quantities and in a timely manner would be adversely affected. Our business, results of operations and financial position could also be adversely affected, depending on the time required to obtain sufficient quantities from the original source or, if possible, to identify and obtain sufficient quantities from an alternative source. Additionally, if any single or limited source supplier becomes unable or unwilling to continue to supply these components, assembled products or consumables in required volumes, we will have to identify and qualify acceptable replacements or redesign our products with different components. Alternative sources may not be available, or product redesign may not be feasible on a timely basis. Any interruption in the supply of or increase in the cost of the components, assembled products and consumables provided by single or limited source suppliers could have a material adverse effect on our business, operating results and financial condition.
Any future action by the U.S. Congress lowering the federal corporate income tax rate, and/or limiting deductions and credits, and/or eliminating the federal corporate alternative minimum tax could result in the reduction of our deferred tax asset and a corresponding charge against earnings.
The net deferred tax asset reported on our balance sheet represents the net amount of income taxes expected to be received upon the reversal of temporary differences between the bases of assets and liabilities as measured
 
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by enacted tax laws, and their bases as reported in the financial statements. As of January 31, 2017, the Company’s net deferred tax asset was computed using the federal statutory rate of 34%.
The President of the United States and members of Congress have announced plans to lower the federal corporate income tax rate from its current level of 35% and to eliminate the corporate alternative minimum tax. If these plans ultimately result in the enactment of new laws lowering the corporate income tax rate and/or eliminating the corporate alternative minimum tax, our net deferred tax asset would be re-measured resulting in a reduction of the deferred tax asset in the period of the law change and a corresponding charge against earnings.
The decision by British voters to exit the European Union may negatively impact our operations.
The June 2016 referendum by British voters to exit the European Union (“Brexit”) adversely impacted global markets and resulted in a sharp decline in the value of the British pound, as compared to the U.S. dollar and other currencies. As the U.K. negotiates its exit from the European Union, volatility in exchange rates and in U.K. interest rates may continue. In the near term, a weaker British pound compared to the U.S. dollar during a reporting period causes local currency results of our U.K. operations to be translated into fewer U.S. dollars; a weaker British pound compared to other currencies increases the cost of goods imported into our U.K. operations and may decrease the profitability of our U.K. operations; and a higher U.K. interest rate may have a dampening effect on the U.K. economy. In the longer term, any impact from Brexit on our U.K. operations will depend, in part, on the outcome of tariff, trade, regulatory and other negotiations.
AstroNova has significant inventories on hand.
We maintain a significant amount of inventory. Although we have provided an allowance for slow-moving and obsolete inventory, any significant unanticipated changes in future product demand or market conditions, including obsolescence or the uncertainty in the global market, could have an impact on the value of inventory and adversely impact our business, operating results and financial condition.
Compliance with rules governing “conflict minerals” could adversely affect the availability of certain product components and our costs and results of operations could be materially harmed.
SEC rules require disclosures regarding the use of “conflict minerals” mined from the Democratic Republic of the Congo and adjoining countries necessary to the functionality or production of products manufactured or contracted to be manufactured. We have determined that we use gold, tin and tantalum, each of which are considered “conflict minerals” under the SEC rules, as they occur in electronic components supplied to us in the manufacture of our products. Because of this finding, we are required to conduct inquiries designed to determine whether any of the conflict minerals contained in our products originated or may have originated in the conflict region or come from recycled or scrap sources. There are costs associated with complying with these disclosure requirements, including performing due diligence in regards to the source of any conflict minerals used in our products, in addition to the cost of remediation or other changes to products, processes or services of supplies that may be necessary as a consequence of such verification activities. As we use contract manufacturers for some of our products, we may not be able to sufficiently verify the origins of the relevant minerals used in our products through the due diligence procedures that we implement. We may also encounter challenges to satisfy those customers who require that all of the components of our products be certified as conflict-free, which could place us at a competitive disadvantage if we are unable to do so. As a result, our business, operating results and financial condition could be harmed.
Economic, political and other risks associated with international sales and operations could adversely affect AstroNova’s results of operations and financial position.
Because we sell our products worldwide, our business is subject to risks associated with doing business internationally. Revenue from international operations, which includes both direct and indirect sales to customers outside the U.S., accounted for approximately 30% of our total revenue for fiscal year 2017, and we anticipate
 
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that international sales will continue to account for a significant portion of our revenue. In addition, we have employees, suppliers, job functions and facilities located outside the U.S. Accordingly, our business, operating results and financial condition could be harmed by a variety of factors, including:
 
 	•	 	Interruption to transportation flows for delivery of parts to us and finished goods to our customers;	
 
 	•	 	Customer and vendor financial stability;	
 
 	•	 	Fluctuations in foreign currency exchange rates;	
 
 	•	 	Changes in a specific country’s or region’s environment including political, economic, monetary, regulatory or other conditions;	
 
 	•	 	Trade protection measures and import or export licensing requirements;	
 
 	•	 	Negative consequences from changes in tax laws;	
 
 	•	 	Difficulty in managing and overseeing operations that are distant and remote from corporate headquarters;	
 
 	•	 	Difficulty in obtaining and maintaining adequate staffing;	
 
 	•	 	Differing labor regulations;	
 
 	•	 	Differing protection of intellectual property;	
 
 	•	 	Unexpected changes in regulatory requirements; and	
 
 	•	 	Geopolitical turmoil, including terrorism and war.	
AstroNova’s profitability is dependent upon our ability to obtain adequate pricing for our products and to control our cost structure.
Our success depends on our ability to obtain adequate pricing for our products and services which provides a reasonable return to our shareholders. Depending on competitive market factors, future prices we obtain for our products and services may decline from previous levels. In addition, pricing actions to offset the effect of currency devaluations may not prove sufficient to offset further devaluations or may not hold in the face of customer resistance and/or competition. If we are unable to obtain adequate pricing for our products and services, our results of operations and financial position could be materially adversely affected.
We are continually reviewing our operations with a view towards reducing our cost structure, including but not limited to downsizing our employee base, exiting certain businesses, improving process and system efficiencies and outsourcing some internal functions. From time to time we also engage in restructuring actions to reduce our cost structure. If we are unable to maintain process and systems changes resulting from cost reduction and prior restructuring actions, our results of operations and financial position could be materially adversely affected.
AstroNova could incur liabilities as a result of installed product failures due to design or manufacturing defects.
AstroNova has incurred and could incur additional liabilities as a result of installed product failures due to design or manufacturing defects. Our products may have defects despite testing internally or by current or potential customers. These defects could result in among other things, a delay in recognition of sales, loss of sales, loss of market share, failure to achieve market acceptance or substantial damage to our reputation. We could be subject to material claims by customers, and may incur substantial expenses to correct any product defects.
In addition, through our acquisitions, we have assumed, and may in the future assume, liabilities related to products previously developed by an acquired company that have not been subjected to the same level of product development, testing and quality control processes used by us, and may have known or undetected errors.
 
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Some types of errors may not be detected until the product is installed in a user environment. This may cause AstroNova to incur significant warranty and repair or re-engineering costs, may divert the attention of engineering personnel from product development efforts, and may cause significant customer relations problems such as reputational problems with customers resulting in increased costs and lower profitability.
AstroNova could experience disruptions in, or breach in security of our information technology system or fail to implement new systems or software successfully which could harm our business and adversely affect our results of operations.
We employ information technology systems to support our business. Any security breaches or other disruptions to our information technology infrastructure could interfere with operations, compromise our information and that of our customers and suppliers, and expose us to liability which could adversely impact our business and reputation. In the ordinary course of business, we rely on information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities. We also collect and store certain data, including proprietary business information, and may have access to confidential or personal information that is subject to privacy and security laws, regulations and customer-imposed controls. While we continually work to safeguard our systems and mitigate potential risks, there is no assurance that such actions will be sufficient to prevent cyber attacks or security breaches and our information technology networks and infrastructure may still be vulnerable to damage, disruptions or shutdowns due to attack by hackers or breaches, employee error, power outages, computer viruses, telecommunication or utility failures, systems failures, natural disasters, catastrophic events or other unforeseen events. While we have experienced, and expect to continue to experience, these types of threats to our information technology networks and infrastructure, none of them to date has had a material impact. Any such events could result in legal claims or proceedings, liability or penalties under privacy laws, disruption in operations, and damage to the Company’s brand and reputation, which could adversely affect our business, operating results and financial condition.
AstroNova is subject to laws and regulations; failure to address or comply with these laws and regulations could harm our business and adversely affect our results of operations.
Our operations are subject to laws, rules, regulations, including environmental regulations, government policies and other requirements in each of the jurisdictions in which we conduct business. Changes in laws, rules, regulations, policies or requirements could result in the need to modify our products and could affect the demand for our products, which may have an adverse impact on our future operating results. In addition, we must comply with regulations restricting our ability to include lead and certain other substances in our products. If we do not comply with applicable laws, rules and regulations we could be subject to costs and liabilities and our business may be adversely impacted.
Certain of our products require certifications by regulators or standards organizations, and our failure to obtain or maintain such certifications could negatively impact our business.
In certain industries and for certain products, such as those used in aircraft, we must obtain certifications for our products by regulators or standards organizations. If we fail to obtain required certifications for our products, or if we fail to maintain such certifications on our products after they have been certified, our business, financial condition, results of operations and cash flows could be materially and adversely affected.
Our operations are subject to anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, and any determination that the Company or any of its subsidiaries has violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.
The U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act and similar worldwide anti-corruption laws generally prohibit companies and their intermediaries from making improper payments to government officials and others for the purpose of obtaining or retaining business. Our internal policies mandate compliance
 
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with these anti-corruption laws. We operate in parts of the world that have experienced governmental corruption to some degree, and in certain circumstances, strict compliance with anti-corruption laws may conflict with local customs and practices. Despite our training and compliance programs, there can be no assurance that our internal control policies and procedures will protect us from reckless or criminal acts committed by those of our employees or agents who violate our policies.
Certain of our operations and products are subject to environmental, health and safety laws and regulations, which may result in substantial compliance costs or otherwise adversely affect our business.
Our operations are subject to numerous federal, state, local and foreign laws and regulations relating to protection of the environment, including those that impose limitations on the discharge of pollutants into the air and water, establish standards for the use, treatment, storage and disposal of solid and hazardous materials and wastes, and govern the cleanup of contaminated sites. We have used and continue to use various substances in our products and manufacturing operations, and have generated and continue to generate wastes, which have been or may be deemed to be hazardous or dangerous. As such, our business is subject to and may be materially and adversely affected by compliance obligations and other liabilities under environmental, health and safety laws and regulations. These laws and regulations affect ongoing operations and require capital costs and operating expenditures in order to achieve and maintain compliance.
Adverse conditions in the global banking industry and credit markets may adversely impact the value of our investments or impair our liquidity.
At the end of fiscal 2017, we had approximately $24.8 million of cash, cash equivalents and investments held for sale. Our cash and cash equivalents are held in a mix of money market funds, bank demand deposit accounts and foreign bank accounts. Disruptions in the financial markets may, in some cases, result in an inability to access assets such as money market funds that traditionally have been viewed as highly liquid. Any failure of our counterparty financial institutions or funds in which we have invested may adversely impact our cash and cash equivalent positions and, in turn, our financial position. Our investment portfolio consists of state and municipal securities with various maturity dates, all of which have a credit rating of AA or above at the original purchase date; however, defaults by the issuers of any of these securities may result in an adverse impact on our portfolio.
The agreements governing our indebtedness subject us to various restrictions that may limit our ability to pursue business opportunities.
On February 28, 2017, we entered into a secured credit facility with Bank of America, N.A., as lender, pursuant to which we borrowed a term loan in the amount of $9.2 million and established a $10.0 million revolving line of credit. All amounts borrowed pursuant to the credit facility are required to be paid in full no later than January 31, 2022.
The agreements governing our secured credit facility subject us to various restrictions on our ability to engage in certain activities, including, among other things, our ability to:
 
 	•	 	Incur future indebtedness;	
 
 	•	 	Place liens on assets;	
 
 	•	 	Pay dividends or distributions on our and our subsidiaries’ capital stock;	
 
 	•	 	Repurchase or acquire our capital stock;	
 
 	•	 	Conduct mergers or acquisitions;	
 
 	•	 	Sell assets; and/or	
 
 	•	 	Alter our or our subsidiaries’ capital structure, to make investments and loans, to change the nature of their business, and to prepay subordinated indebtedness.	
 
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These restrictions may limit or restrict our cash flow and our ability to pursue business opportunities or strategies that we would otherwise consider to be in our best interests.
AstroNova may not realize the anticipated benefits of past or future acquisitions, divestitures and strategic partnerships, and integration of acquired companies or divestiture of businesses may negatively impact AstroNova’s overall business.
We have made strategic investments in other companies, products and technologies, including our June 2015 acquisition of the aerospace printer business from RITEC. We may continue to identify and pursue acquisitions of complementary companies and strategic assets, such as customer bases, products and technology. However, there can be no assurance that we will be able to identify suitable acquisition opportunities. In any acquisition that we complete we cannot be certain that:
 
 	•	 	We will successfully integrate the operations of the acquired business with our own;	
 
 	•	 	All the benefits expected from such integration will be realized;	
 
 	•	 	Management’s attention will not be diverted or divided, to the detriment of current operations;	
 
 	•	 	Amortization of acquired intangible assets or possible impairment of acquired intangibles will not have a negative effect on operating results or other aspects of our business;	
 
 	•	 	Delays or unexpected costs related to the acquisition will not have a detrimental effect on our business, operating results and financial condition;	
 
 	•	 	Customer dissatisfaction with, or performance problems at, an acquired company will not have an adverse effect on our reputation; and	
 
 	•	 	Respective operations, management and personnel will be compatible.	
In certain instances as permitted by applicable law and NASDAQ rules, acquisitions may be consummated without seeking and obtaining shareholder approval, in which case shareholders will not have an opportunity to consider and vote upon the merits of such an acquisition. Although we will endeavor to evaluate the risks inherent in a particular acquisition, there can be no assurance that we will properly ascertain or assess such risks.
We may also divest certain businesses from time to time. Divestitures will likely involve risks, such as difficulty splitting up businesses, distracting employees, potential loss of revenue and negatively impacting margins, and potentially disrupting customer relationships. A successful divestiture depends on various factors, including our ability to:
 
 	•	 	Effectively transfer assets, liabilities, contracts, facilities and employees to the purchaser;	
 
 	•	 	Identify and separate the intellectual property to be divested from the intellectual property that we wish to keep; and	
 
 	•	 	Reduce fixed costs previously associated with the divested assets or business.	
All of these efforts require varying levels of management resources, which may divert our attention from other business operations. Further, if market conditions or other factors lead us to change our strategic direction, we may not realize the expected value from such transactions.
If we are not able to successfully integrate or divest businesses, products, technologies or personnel that we acquire or divest, or able to realize expected benefits of our acquisitions, divestitures or strategic partnerships, AstroNova’s business, results of operations and financial condition could be adversely affected.
Item 1B. Unresolved Staff Comments
None.
 
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Item 2. Properties
The following table sets forth information regarding the Company’s principal owned properties, all of which are included in the consolidated balance sheet appearing elsewhere in this annual report.

Location	  	    Approximate     
Square
Footage	 	  	Principal Use	
West Warwick, Rhode Island, USA	  	 	135,500	 	  	Corporate headquarters, research and development, manufacturing, sales and service	
AstroNova also leases facilities in various other locations. The following information pertains to each location:

Location	  	Approximate
Square
Footage	 	  	Principal Use	
Rodgau, Germany	  	 	8,300	 	  	Manufacturing, sales and service	
Brossard, Quebec, Canada	  	 	4,500	 	  	Manufacturing, sales and service	
Elancourt, France	  	 	4,150	 	  	Sales and service	
Copenhagen, Denmark	  	 	2,434	 	  	Manufacturing, sales and service (T&M only)	
Maidenhead, England	  	 	1,000	 	  	Sales and service	
Schaumburg, Illinois, USA	  	 	630	 	  	Sales (Product Identification only)	
Shanghai, China	  	 	170	 	  	Sales (T&M only)	
Newport Beach, California, USA	  	 	150	 	  	Sales (Product Identification only)	
Mexico City, Mexico	  	 	65	 	  	Sales (Product Identification only)	
We believe our facilities are well maintained, in good operating condition and generally adequate to meet our needs for the foreseeable future.
Item 3. Legal Proceedings
There are no pending or threatened legal proceedings against the Company believed to be material to the financial position or results of operations of the Company.
Item 4. Mine Safety Disclosures
Not applicable.
 
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PART II
 
 Item 5.	Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities 	
AstroNova common stock trades on the NASDAQ Global Market under the symbol “ALOT.” The following table sets forth the range of high and low sales prices and dividend data, as furnished by NASDAQ, for each quarter in the years ended January 31:

 	  	    High    	 	  	    Low    	 	  	Dividends
    Per Share    	 	
2017	  				  				  				
First Quarter	  	$	15.69	 	  	$	11.18	 	  	$	0.07	 	
Second Quarter	  	$	16.17	 	  	$	13.49	 	  	$	0.07	 	
Third Quarter	  	$	16.41	 	  	$	14.40	 	  	$	0.07	 	
Fourth Quarter	  	$	14.60	 	  	$	12.50	 	  	$	0.07	 	
2016	  				  				  				
First Quarter	  	$	15.15	 	  	$	12.43	 	  	$	0.07	 	
Second Quarter	  	$	15.20	 	  	$	13.66	 	  	$	0.07	 	
Third Quarter	  	$	14.25	 	  	$	12.00	 	  	$	0.07	 	
Fourth Quarter	  	$	15.94	 	  	$	12.68	 	  	$	0.07	 	
AstroNova had approximately 288 shareholders of record as of March 24, 2017, which does not reflect shareholders with beneficial ownership in shares held in nominee name.
 
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Stock Performance Graph
The graph below shows a comparison of the cumulative total return on the Company’s common stock against the cumulative total returns for the NASDAQ Composite Index and the NASDAQ Electronic Components Index for the period of five fiscal years ended January 31, 2017. The NASDAQ Total Return Composite Index is calculated using all companies trading on the NASDAQ Global Select, NASDAQ Global Market and the NASDAQ Capital Markets. The Index is weighted by the current shares outstanding and assumes dividends are reinvested. The NASDAQ Electronic Components Index, designated as the Company’s peer group index, is comprised of companies classified as electronic equipment manufacturers.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among AstroNova, Inc. the NASDAQ Composite Index
and the NASDAQ Electronic Components Index

																									
 	  	Cumulative Total Returns*	 	
 	  	FY2012	 	  	FY2013	 	  	FY2014	 	  	FY2015	 	  	FY2016	 	  	FY2017	 	
AstroNova, Inc.	  	$	100.00	 	  	$	129.33	 	  	$	180.99	 	  	$	202.05	 	  	$	216.33	 	  	$	194.83	 	
NASDAQ Composite	  	$	100.00	 	  	$	113.29	 	  	$	151.56	 	  	$	172.90	 	  	$	172.62	 	  	$	211.07	 	
NASDAQ Electronic Components	  	$	100.00	 	  	$	93.49	 	  	$	125.28	 	  	$	158.72	 	  	$	150.27	 	  	$	221.02	 	
 
*	$100 invested on 1/31/12 in stock or index, including reinvestment of dividends.	
Fiscal	year ending January 31.	
Dividend Policy
AstroNova began a program of paying quarterly cash dividends in fiscal 1992 and has paid a dividend for 102 consecutive quarters. During fiscal 2017, 2016 and 2015, we paid a dividend of $0.07 per share in each quarter and anticipate that we will continue to pay comparable cash dividends on a quarterly basis.
Stock Repurchases
Pursuant to an authorization approved by AstroNova’s Board of Directors in August 2011, the Company is currently authorized to repurchase up to 390,000 shares of common stock, subject to any increase or decrease by the Board of Directors at any time. This is an ongoing authorization without any expiration date.
There were no stock repurchases during the quarter ended January 31, 2017.
 
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Item 6. Selected Financial Data
Historical Financial Summary
Income Statement Data

(In thousands, except per share data)	  	For the Fiscal Years Ended January 31,	 	
 	  	2017	 	  	2016	 	  	2015	 	  	2014	 	  	2013	 	
Revenue	  	$	98,448	 	  	$	94,658	 	  	$	88,347	 	  	$	68,592	 	  	$	61,224	 	
Gross profit	  	 	39,489	 	  	 	38,158	 	  	 	36,977	 	  	 	26,983	 	  	 	23,728	 	
Operating income	  	 	6,281	 	  	 	5,934	 	  	 	7,231	 	  	 	1,533	 	  	 	2,926	 	
Income from continuing operations	  	 	6,605	 	  	 	6,909	 	  	 	6,932	 	  	 	1,237	 	  	 	2,038	 	
Income from discontinued operations	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	1,975	 	  	 	8,729	 	
Net income	  	 	4,228	 	  	 	4,525	 	  	 	4,662	 	  	 	3,212	 	  	 	10,767	 	
Net income per Common Share—Basic :	  				  				  				  				
Continuing operations	  	$	0.57	 	  	$	0.62	 	  	$	0.61	 	  	$	0.17	 	  	$	0.28	 	
Discontinued operations	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	0.26	 	  	 	1.18	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net income per Common Share – Basic	  	$	0.57	 	  	$	0.62	 	  	$	0.61	 	  	$	0.43	 	  	$	1.46	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net income per Common Share – Diluted :	  				  				  				  				
Continuing operations	  	$	0.56	 	  	$	0.61	 	  	$	0.60	 	  	$	0.16	 	  	$	0.27	 	
Discontinued operations	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	0.26	 	  	 	1.17	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net income per Common Share—Diluted	  	$	0.56	 	  	$	0.61	 	  	$	0.60	 	  	$	0.42	 	  	$	1.44	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Dividends Declared per Common Share	  	$	0.28	 	  	$	0.28	 	  	$	0.28	 	  	$	0.28	 	  	$	0.28	 	

Balance Sheet Data
 
(In thousands)	  	As of January 31,	 	
 	  	2017	 	  	2016	 	  	2015	 	  	2014	 	  	2013	 	
Cash and Marketable Securities	  	$	24,821	 	  	$	20,419	 	  	$	23,132	 	  	$	27,107	 	  	$	39,508	 	
Current Assets	  	 	61,697	 	  	 	54,514	 	  	 	59,289	 	  	 	65,034	 	  	 	70,122	 	
Total assets	  	 	83,665	 	  	 	77,963	 	  	 	74,330	 	  	 	77,964	 	  	 	79,913	 	
Current liabilities	  	 	11,985	 	  	 	9,548	 	  	 	9,569	 	  	 	9,892	 	  	 	13,525	 	
Shareholders’ equity	  	 	70,537	 	  	 	67,373	 	  	 	63,511	 	  	 	66,614	 	  	 	63,837	 	
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
AstroNova is a multi-national enterprise that leverages its proprietary data visualization technologies to design, develop, manufacture, distribute and service a broad range of products that acquire, store, analyze and present data in multiple formats. The Company organizes its structure around a core set of competencies, including research and development, manufacturing, service, marketing and distribution. It markets and sells its products and services through the following two segments:
 
 	•	 	Product Identification (previously QuickLabel) – offers product identification and label printer hardware, software, servicing contracts, and consumable products.	
 
 	•	 	Test and Measurement Product Group (T&M) – offers a suite of products and services that acquire and record visual and electronic signal data from local and networked data stream and sensors as well as wired and wireless networks. The recorded data is processed and analyzed and then stored and presented in various visual output formats. The T&M segment also includes a line of aerospace printers that are used to print hard copies of data required for the safe and efficient operation of aircraft including navigation maps, arrival and departure procedures, flight itineraries, weather maps,	
 
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 	performance data, passenger data, and various air traffic control data. Aerospace products also include Ethernet switches which are used in military aircraft and military vehicles to connect multiple computers or Ethernet devices.	
The Company markets and sells its products and services globally through a diverse distribution structure of direct sales personnel, manufacturers’ representatives and authorized dealers that deliver a full complement of branded products and services to customers in our respective markets. Our growth strategy centers on organic growth through product innovation made possible by research and development initiatives, as well as strategic acquisitions that fit into or complement existing core businesses. Research and development activities were funded and expensed by the Company at approximately 6.4% of annual revenue for fiscal 2017. We also continue to invest in sales and marketing initiatives by expanding the existing sales force and using various marketing campaigns to achieve our goals of sales growth and increased profitability notwithstanding today’s challenging economic environment.
On June 19, 2015, we completed the asset purchase of the aerospace printer product line from RITEC. AstroNova’s aerospace printer product line is part of the T&M product group and is reported as part of the T&M segment. The Company began shipment of the RITEC products in the third quarter fiscal 2016. Refer to Note 2, “Acquisition,” in the audited consolidated financial statements included elsewhere in this report.
On February 1, 2017, AstroNova completed its acquisition of TrojanLabel ApS (TrojanLabel), a European manufacturer of digital color label presses and specialty printing systems for a broad range of end markets. TrojanLabel will be reported as part of our Product Identification segment beginning with the first quarter of fiscal year 2018. Refer to Note 20, “Subsequent Event,” in our consolidated financial statements included elsewhere in this report.
Results of Operations
Fiscal 2017 compared to Fiscal 2016
The following table presents the revenue of each of the Company’s segments, as well as the percentage of total revenue and change from prior year.

($ in thousands)	  	2017	 	 	2016	 	
 	  	Revenue	 	  	As a % of
Total Revenue	 	 	% Change
Over Prior Year	 	 	Revenue	 	  	As a % of
Total Revenue	 	
Product Identification	  	$	69,862	 	  	 	71.0	% 	 	 	4.1	% 	 	$	67,127	 	  	 	70.9	% 	
T&M	  	 	28,586	 	  	 	29.0	% 	 	 	3.8	% 	 	 	27,531	 	  	 	29.1	% 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Total	  	$	98,448	 	  	 	100.0	% 	 	 	4.0	% 	 	$	94,658	 	  	 	100.0	% 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Net revenue in fiscal 2017 was $98.4 million, a 4.0% increase compared to prior year revenue of $94.7 million. Revenue through domestic channels of $69.9 million was a slight increase compared to prior year domestic revenue of $68.3 million. International revenue of $28.6 million increased 8.3% over prior year international revenue of $26.4 million somewhat as a result of the earlier release of new QuickLabel products. The current year’s international revenue includes an unfavorable foreign exchange rate impact of $0.5 million.
Hardware revenue in fiscal 2017 was $33.8 million, a 2.9% decrease compared to prior year’s revenue of $34.8 million. Hardware revenue in the Product Identification segment decreased 8.8% compared to prior year due to the anticipation of the introduction of new products in the third quarter of the current year and delayed traction for new products introduced. Hardware revenue in the T&M segment increased slightly to $22.5 million from $22.4 million in the prior year, as the overall decline in sales of data recorders was offset by a 6.0% increase in sales of the Aerospace product line due to fulfillment during fiscal 2017 of orders received in previous years.
 
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Revenue from consumables in fiscal 2017 was $56.2 million, representing an 8.5% increase compared to prior year revenue of $51.8 million. The increase was primarily attributable to the increase in label and tag product sales, as well as digital color printer supplies in the Product Identification segment. The double-digit increase in sales of T&M’s chart paper products also made a contribution to the overall increase in consumable revenue for the current year.
Service and other revenue in fiscal 2017 was $8.4 million, a 5.1% increase compared to prior year revenue of $8.1 million as the increase in parts revenue during the year was offset by declines in revenue from repairs service and freight.
The Company achieved gross profit of $39.5 million for fiscal 2017, reflecting a 3.5% improvement compared to prior year’s gross profit of $38.2 million. The Company’s gross profit margin of 40.1% in the current year reflects a decrease from the prior year’s gross profit margin of 40.3%. The higher gross profit for the current year compared to the prior year is primarily attributable to increased revenue; the current year’s decrease in gross margin is due to product mix and higher manufacturing and period costs.
Operating expenses for the current year were $33.2 million, representing a 3.1% increase from the prior year’s operating expenses of $32.2 million. Specifically, selling and marketing expenses of $19.0 million in fiscal 2017 increased 3.9% from prior year’s amount of $18.2 million. Selling and marketing expense for both fiscal 2017 and 2016 represent 19.3% of net revenue. Current year general and administrative (G&A) expenses increased by 12.9% from prior year to $7.9 million primarily attributable to an increase in professional and outside service fees in fiscal 2017 related to non-recurring costs associated with the TrojanLabel acquisition. The increases in selling, marketing and G&A expenses for the current year were somewhat offset by a decrease in research & development (R&D) costs in fiscal 2017. R&D costs in fiscal 2017 of $6.3 million decreased 9.1% from $6.9 million in fiscal 2016, primarily due to a decrease in outside service costs related to the development and integration of the RITEC products. The R&D spending level for fiscal 2017 represents 6.4% of net revenue, a decrease compared to prior year’s level of 7.3%.
Other income in fiscal 2017 was $0.3 million compared to $1.0 million in the prior year. In addition to interest income, other income in the current year includes a gain on sale of a property we owned in England of $0.4 million and $0.1 million related to an amount retained from the RITEC escrow, somewhat offset by $0.2 million of foreign exchange loss for the year. Other income in fiscal 2016 included $0.2 million of income recognized from a settlement in an escrow account related to our 2014 acquisition of the aerospace printer line from the Miltope Corporation.
During fiscal 2017 the Company recognized a $2.4 million income tax expense and had an effective tax rate of 36.0%. Current year income tax expense included a $0.2 million tax expense related to non-deductible transaction costs for the TrojanLabel acquisition and a $0.2 million tax expense related to the increase for unrecognized tax benefits. This compares to an income tax expense of $2.4 million in fiscal 2016 and related effective tax rate of 34.5%. Prior year’s income tax expense included a $0.1 million tax expense related to an increase in valuation allowance.
Net income for fiscal 2017 was $4.2 million, providing a return of 4.3% on revenue and EPS of $0.56 per diluted share. On a comparable basis, net income for fiscal 2016 was $4.5 million, a return on revenue of 4.8% and EPS of $0.61 per diluted share.
 
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Fiscal 2016 compared to Fiscal 2015
The following table presents the revenue of each of the Company’s segments, as well as the percentage of total revenue and change from prior year.

($ in thousands)	  	2016	 	 	2015	 	
 	  	Revenue	 	  	As a % of
Total Revenue	 	 	% Change
Over Prior Year	 	 	Revenue	 	  	As a % of
Total Revenue	 	
Product Identification	  	$	67,127	 	  	 	70.9	% 	 	 	12.3	% 	 	$	59,779	 	  	 	67.7	% 	
T&M	  	 	27,531	 	  	 	29.1	% 	 	 	(3.6	)% 	 	 	28,568	 	  	 	32.3	% 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Total	  	$	94,658	 	  	 	100.0	% 	 	 	7.1	% 	 	$	88,347	 	  	 	100.0	% 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Revenue in fiscal 2016 was $94.7 million, a 7.1% increase compared to the prior year’s revenue of $88.3 million. Domestic revenue in fiscal 2016 of $68.3 million increased 11.1% from the prior year revenue of $61.5 million. International revenue of $26.4 million in fiscal 2016 reflects a 1.9% decrease compared to the prior year revenue of $26.8 million. International revenue for fiscal 2016 included an unfavorable foreign exchange rate impact of $3.0 million.
Hardware revenue in fiscal 2016 was $34.8 million, a 10.0% decrease compared to the prior year’s revenue of $38.7 million. Hardware revenue in both the T&M and Product Identification segments contributed to the lower volume of hardware shipments. Fiscal 2016 T&M hardware revenue decreased 8.9% compared to the prior year attributable to the decline in revenue from aerospace printers, as some customers were deferring the shipments of orders to later periods, and the decline in data recorder revenue due to the Company’s delay in the release of a new product. Product Identification hardware revenue declined 11.9% in fiscal 2016 compared to the prior year, primarily as a result of lower OEM monochrome and other color printer revenue. These declines in hardware revenue were slightly offset by increases in revenue from T&M’s data acquisition product line, as well as an increase in revenue from the Kiaro! series printers in the Product Identification segment.
Revenue from consumables in fiscal 2016 was $51.8 million, representing an 18.8% increase compared to the prior year revenue of $43.5 million. The increase was primarily attributable to the double-digit increase in both digital color printer supplies and label and tag product revenue in the Product Identification segment. The increase in consumable product revenue for Kiaro! related products also made a contribution to the overall increase in consumable revenue for the current year.
Service and other revenue in fiscal 2016 was $8.1 million, a 32.4% increase compared to prior year revenue of $6.1 million, primarily due to increases in repairs and parts revenue related to the T&M suite of products.
The Company achieved gross profit of $38.2 million for fiscal 2016, reflecting a 3.2% improvement compared to the prior year’s gross profit of $37.0 million. The Company’s gross profit margin of 40.3% in fiscal 2016 reflected a decrease from the prior year’s gross profit margin of 41.9%. The higher gross profit for fiscal 2016 compared to the prior year is primarily attributable to increased revenue, while the decrease in gross margin is due to product mix, higher manufacturing costs and lower factory absorption.
Operating expenses for fiscal 2016 were $32.2 million, representing an 8.3% increase from prior year’s operating expenses of $29.7 million. Selling and marketing expenses in fiscal 2016 remained relatively flat from the prior year at $18.2 million, representing 19.3% of revenue, compared to $18.3 million or 20.7% of revenue in the prior year. G&A expenses in fiscal 2016 increased by 24.3% from the prior year to $7.0 million, primarily due to an increase in stock-based compensation expense, as well as professional fees related to both the Company’s name change and branding initiative as well as the costs associated with the acquisition of the RITEC business. R&D expenses in fiscal 2016 increased 19.7% to $6.9 million compared to fiscal 2015, primarily due to an increase in outside service costs related to the development of new products as well as RITEC transitional R&D costs. The R&D spending level for fiscal 2016 represent 7.3% of net revenue, an increase of 6.6% compared to the prior year level.
Other income in fiscal 2016 was $1.0 million compared to other expense of $0.3 million in the prior year. In addition to interest income, the current year other income included $0.2 million of income recognized from a
 
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settlement in an escrow account related to our 2014 acquisition of the aerospace printer line from Miltope Corporation. Other expense in fiscal 2015 included $0.3 million write-down of inventory in connection with the 2013 sale of our Grass Technologies Product Group.
During fiscal 2016 the Company recognized $2.4 million income tax expense and had an effective tax rate of 34.5%. Fiscal 2016 income tax expense included $0.1 million tax expense related to an increase in the valuation allowance. This compared to an income tax expense of $2.3 million in fiscal 2015 and related effective tax rate of 32.7%. The effective tax rate for fiscal 2015 was primarily impacted by the domestic production deduction, research and development credits and foreign tax credits.
Net income for fiscal 2016 was $4.5 million, indicating a return of 4.8% on revenue and EPS of $0.61 per diluted share and included (a) an after-tax expense of $0.2 million, equal to $0.02 per diluted share, related to the Company’s rebranding initiatives; (b) an after-tax expense of $0.7 million, equal to $0.09 per diluted share, related to non-recurring costs associated with the RITEC acquisition and transition; and (c) an after-tax expense of $0.4 million, equal to $0.05 per diluted share, related to the 2016 Long-Term Incentive Plan Share Based Compensation. On a comparable basis, net income for fiscal 2015 was $4.7 million, indicating a return of 5.3% on revenue and EPS of $0.60 per diluted share and includes (a) an after-tax expense of $0.1 million, equal to $0.02 per diluted share, related to the write-down to market value of the Company’s former Rockland facility; (b) an after-tax expense of $0.1 million, equal to $0.01 per diluted share, related to costs associated with the repurchase of the Company’s common stock from the estate of the Company’s founder and former chief executive officer, and (c) an after-tax expense of $0.2 million, or $0.02 per diluted share related to a write down of inventory in connection with the sale of our former Grass Technologies Product Group.
Segment Analysis
We report two segments consistent with our product revenue groups: Product Identification and Test & Measurement (T&M). Segment performance is evaluated based on the operating segment’s profit before corporate and financial administration expenses.
The following table summarizes selected financial information by segment.

($ in thousands)	 	Revenue	 	 	Segment Operating Profit	 	 	Segment Operating Profit as
a % of Revenue	 	
 	 	    2017    	 	 	    2016    	 	 	    2015    	 	 	    2017    	 	 	    2016    	 	 	    2015    	 	 	    2017    	 	 	    2016    	 	 	    2015    	 	
Product Identification	 	$	69,862	 	 	$	67,127	 	 	$	59,779	 	 	$	9,821	 	 	$	9,300	 	 	$	7,259	 	 	 	14.1%	 	 	 	13.9%	 	 	 	12.1%	 	
T&M	 	 	28,586	 	 	 	27,531	 	 	 	28,568	 	 	 	4,399	 	 	 	3,664	 	 	 	5,627	 	 	 	15.4%	 	 	 	13.3%	 	 	 	19.7%	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	98,448	 	 	$	94,658	 	 	$	88,347	 	 	 	14,220	 	 	 	12,964	 	 	 	12,886	 	 	 	14.4%	 	 	 	13.7%	 	 	 	14.6%	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 				 				 				 	 	 	 	 	 	 	 	 	 	 	 	
Corporate Expenses	 				 				 				 	 	7,939	 	 	 	7,030	 	 	 	5,655	 	 				 				 				
	 				 				 				 	 	 	 	 	 	 	 	 	 	 	 	 				 				 				
Operating Income	 				 				 				 	 	6,281	 	 	 	5,934	 	 	 	7,231	 	 				 				 				
Other Income (Expense), Net	 				 				 				 	 	324	 	 	 	975	 	 	 	(299)	 	 				 				 				
	 				 				 				 	 	 	 	 	 	 	 	 	 	 	 	 				 				 				
Income Before Income Taxes	 				 				 				 	 	6,605	 	 	 	6,909	 	 	 	6,932	 	 				 				 				
Income Tax Provision	 				 				 				 	 	2,377	 	 	 	2,384	 	 	 	2,270	 	 				 				 				
	 				 				 				 	 	 	 	 	 	 	 	 	 	 	 	 				 				 				
Net Income	 				 				 				 	$	4,228	 	 	$	4,525	 	 	$	4,662	 	 				 				 				
	 				 				 				 	 	 	 	 	 	 	 	 	 	 	 	 				 				 				
Product Identification
Revenue from the Product Identification segment increased 4.1% in fiscal 2017 with revenue of $69.9 million compared to revenue of $67.1 million in the prior year. The current year’s revenue reflected the continued growth from the Product Identification consumables products line which posted a 7.1% growth rate over the prior year due to the strong demand for label and tag products as well as digital color printer ink supplies
 
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products. Product Identification current year segment operating profit was $9.8 million, reflecting a profit margin of 14.1%, a 5.6% increase from prior year segment profit of $9.3 million and related profit margin of 13.9%. The increase in Product Identification current year segment operating profit and related margin is due to higher revenue and product mix.
Revenue from the Product Identification segment increased 12.3% in fiscal 2016 over fiscal 2015 with revenue of $67.1 million compared to revenue of $59.8 million in fiscal 2015. The fiscal 2016 revenue reflected the continued growth from Product Identification consumables products line which posted a 19.5% growth rate over the prior year due to the strong demand for label and tag products as well as digital color printer ink supplies products for the new Kiaro! printers. Product Identification fiscal 2016 segment operating profit was $9.3 million, reflecting a profit margin of 13.9%, a 28.1% increase from prior year segment profit of $7.3 million and related profit margin of 12.1%. The increase in Product Identification segment operating profit and related margin was due to higher revenue and product mix.
Test & Measurement
Revenue from the T&M product group was $28.6 million for fiscal 2017, a 3.8% increase compared to revenue of $27.5 million in the prior year. The increase is primarily attributable to the increase in revenue of aerospace printer sales due to fulfilment of orders received in previous years. Revenue growth for fiscal 2017 was tempered by lower sales in the data acquisition product line, as well as decreases in parts and repairs revenue during the year. T&M’s segment operating profit for the current fiscal year was $4.4 million which resulted in a 15.4% profit margin compared to the prior year’s segment operating profit of $3.7 million and related operating margin of 13.3%. The higher segment operating profit and related margin were due to product mix.
Revenue from the T&M product group was $27.5 million for fiscal 2016, a 3.6% decrease compared to revenue of $28.6 million in fiscal 2015. The decrease was primarily attributable to the decline in revenue from aerospace printers due to certain aerospace customers deferring shipments to later dates. Revenue growth in the data acquisition product line, as well as increases in parts and repairs revenue during the year tempered the lower revenue volume somewhat. T&M’s segment operating profit for the 2016 fiscal year was $3.7 million which resulted in a 13.3% profit margin as compared to the prior year segment operating profit of $5.6 million and related operating margin of 19.7%. The lower segment operating profit and related margin were due to product mix and higher manufacturing and operating costs associated with the RITEC transaction.
Liquidity and Capital Resources
Based upon our current working capital position, current operating plans and expected business conditions, we expect to fund our short and long-term working capital needs, capital expenditures and acquisition requirements primarily using internal funds, and we believe that cash provided by operations will be sufficient to meet our operating and capital needs for at least the next 12 months.
We may also utilize amounts available under our secured credit facility, as described below, to fund a portion of our capital expenditures, contractual contingent consideration obligations, and future acquisitions.
On February 28, 2017, we entered into a credit agreement with Bank of America, N.A., which provided for a secured credit facility consisting of a $9.2 million term loan and a $10.0 million revolving credit facility. No amount has been drawn under the revolving credit facility as of the date of this report. See Note 20, “Subsequent Event,” to our audited consolidated financial statements included elsewhere in this annual report for additional information regarding our new secured credit facility.
The term loan bears interest at a rate per annum equal to the LIBOR rate plus a margin that varies within a range of 1.0% to 1.5% based on the Company’s consolidated leverage ratio. In connection with our entry into the credit agreement, a subsidiary of the Company entered into a hedging arrangement to manage the variable interest rate risk and currency risk associated with its payments in respect of the term loan. Under these arrangements, payments of principal and interest in respect of approximately $8.9 million of the principal of the
 
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term loan will be made in Danish Krone, and interest on such principal amount will be payable at a fixed rate of 0.67% per annum for the entire term, subject only to potential increases of 0.25% or 0.50% per annum based on the Company’s consolidated leverage ratio.
Amounts borrowed under the revolving credit facility bear interest at a rate per annum equal to, at the Company’s option, either (a) the LIBOR rate, plus a margin that varies within a range of 1.0% to 1.5% based on the Company’s consolidated leverage ratio, or (b) a fluctuating reference rate equal to the highest of (i) the federal funds rate plus 0.50%, (ii) Bank of America’s publicly-announced prime rate or (iii) the LIBOR rate plus 1.00%, plus a margin that varies within a range of 0.0% to 0.5% based on the Company’s consolidated leverage ratio. In addition to certain other fees and expenses that the Company is required to pay to the Lender, the Company is required to pay a commitment fee on the undrawn portion of the revolving credit facility at the rate of 0.25% per annum.
The statements of cash flows for the years ended January 31, 2017, 2016 and 2015 are included on page 42 of this Form 10-K. Net cash provided by operating activities was $7.0 million in fiscal 2017 compared to net cash provided by operating activities of $7.7 million in the previous year. The decrease in net cash from operations for the current year is primarily due to increased net income adjusted for non-cash effects, offset by increased cash used for working capital. The combination of changes in accounts receivable, inventory, and accounts payable and accrued expenses decreased cash by $3.6 million in fiscal 2017, compared to a decrease of $0.5 million in fiscal 2016. The year-over-year decline was due to increased inventory and purchasing volume in fiscal 2017. The accounts receivable collection cycle decreased to 49 days of revenue at January 31, 2017 compared to 50 days of revenue at the prior year end. Inventory days on hand increased to 114 days at the end of the current fiscal year from 92 days at the prior year end.
Net cash provided by investing activities for fiscal 2017 was $3.1 million, which included $4.0 million of proceeds from maturities of securities available for sale and proceeds of $0.5 million related to the sale of the UK property. Cash used for investing activities for fiscal 2017 included capital expenditures of $1.2 million, consisting of $0.4 million for land and building improvements; $0.3 million for information technology; $0.3 million for machinery and equipment; $0.1 million for tools and dies; and $0.1 million for furniture, fixtures and other capital expenditures.
Net cash provided by operating activities was $7.7 million in fiscal 2016 compared to net cash provided by operating activities of $1.5 million in fiscal 2015. The increase in net cash form operations for fiscal 2016 is primarily related to increased net income adjusted for non-cash effects and less cash used for working capital in fiscal 2016, and the fiscal 2015 tax payments made in connection with the gain on the 2013 sale of our Grass Technologies Product Group. The combination of accounts receivable, inventory and accounts payable and accrued expenses decreased cash by $0.5 million in fiscal 2016, compared to a decrease of $2.3 million in fiscal 2015. The accounts receivable collection cycle decreased to 50 days revenue outstanding at January 31, 2016 compared to 52 days outstanding at January 31, 2015. Inventory days on hand decreased to 92 days at the end of the fiscal 2016 from 106 days at the end of fiscal 2015.
Net cash used by investing activities for fiscal 2016 was $3.5 million, which included $10.0 million of proceeds from the sales and maturities of securities available for sale, which was partially offset by $5.2 million of cash used to purchase securities available for sale, and $7.4 million of cash used to purchase the RITEC aerospace printer business. Cash used for investing activities in fiscal 2016 also included cash used for capital expenditures of $3.1 million, consisting of $0.9 million for land and building improvements; $0.7 million for information technology primarily related to the purchase and implementation of the Company’s new Enterprise Resource Planning system; $0.7 million for machinery and equipment; $0.6 million for tools and dies; and $0.2 million for furniture, fixtures and other capital expenditures.
Net cash used in financing activities included dividends paid of $2.1 million in fiscal 2017, $2.0 million in fiscal 2016 and $2.1 million in fiscal 2015. The Company’s annual dividend per share was $0.28 in fiscal 2017,
 
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2016 and 2015. The Company did not repurchase any shares of its common stock in fiscal 2017 or fiscal 2016. In fiscal 2015, the Company repurchased 500,000 shares of its common stock at a per share price of $12.50, for an aggregate repurchase price of $6.3 million. The purchase of these shares was from the estate of the former founder and chief executive officer of the Company and did not impact the shares available as part of the Company’s stock buyback program. At January 31, 2016, there is an ongoing authorization by the Company’s Board of Directors for the purchase of 390,000 shares of the Company’s common stock.
Contractual Obligations, Commitments and Contingencies
At January 31, 2017, the Company’s contractual obligations with initial remaining terms in excess of one year were as follows:

(In thousands) 	  	Total	 	  	Less than
1  Year	 	  	1-3
Years	 	  	3-5
Years	 	  	More than
5  Years	 	
Purchase Commitments*	  	$	19,271	 	  	$	17,848	 	  	$	1,352	 	  	$	—  	 	  	$	71		
Operating Lease Obligations	  	 	706	 	  	 	371	 	  	 	331	 	  	 	4	 	  	 	—  	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
	  	$	19,977	 	  	$	18,219	 	  	$	1,683	 	  	$	4	 	  	$	71		

*Purchase	commitments consist primarily of inventory and equipment purchase orders made in the ordinary course of business.	
The Company is also subject to contingencies, including legal proceedings and claims arising out of its businesses that cover a wide range of matters, such as: contract and employment claims; workers compensation claims; product liability claims; warranty claims; and claims related to modification, adjustment or replacement of component parts of units sold. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, we believe that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on our consolidated financial position or results of operations. It is possible, however, that results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of the Company’s control.
Critical Accounting Policies and Estimates
Our discussion and analysis of financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Certain of our accounting policies require the application of judgment in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. We periodically evaluate the judgments and estimates used for our critical accounting policies to ensure that such judgments and estimates are reasonable for our interim and year-end reporting requirements. These judgments and estimates are based on the Company’s historical experience, current trends and information available from other sources, as appropriate. If different conditions result from those assumptions used in our judgments, the results could be materially different from our estimates. We believe the following critical accounting policies require significant judgments and estimates in the preparation of our consolidated financial statements:
Revenue Recognition : Our product revenue is recognized when all of the following criteria have been met: persuasive evidence of an arrangement exists; price to the buyer is fixed or determinable; delivery has occurred and legal title and risk of loss have passed to the customer; and collectability is reasonably assured. When other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled. Returns and customer credits are infrequent and are recorded as a reduction to revenue. Rights of return are not included in revenue arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied. When a sale arrangement involves training or installation, the deliverables in the arrangement are evaluated to determine
 
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whether they represent multiple element arrangements. This evaluation occurs at inception of the arrangement and as each item in the arrangement is delivered. The total fee from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for each element is established generally based on the revenue price charged when the same or similar element is sold separately. We allocate revenue to each element in our multiple-element arrangements based upon their relative selling prices. We determine the selling price for each deliverable based on a selling price hierarchy. The selling price for a deliverable is based on our vendor specific objective evidence (VSOE) if available, third-party evidence (TPE) if VSOE is not available, or estimated selling price (ESP) if neither VSOE nor TPE is available. Revenue allocated to each element is then recognized when the basic revenue recognition criteria for that element have been met. The amount of product revenue recognized is affected by our judgments as to whether an arrangement includes multiple elements.
We recognize revenue for non-recurring engineering (NRE) fees, as necessary, for product modification orders upon completion of agreed-upon milestones. Revenue is deferred for any amounts received prior to completion of milestones. Certain of our NRE arrangements include formal customer acceptance provisions. In such cases, we determine whether we have obtained customer acceptance for the specific milestone before recognizing revenue.
Infrequently, the Company receives requests from customers to hold product being purchased from us for the customers’ convenience. We recognize revenue for such bill and hold arrangements provided the transaction meets the following criteria: a valid business purpose for the arrangement exists; risk of ownership of the purchased product has transferred to the buyer; there is a fixed delivery date that is reasonable and consistent with the buyer’s business purpose; the product is ready for shipment; the payment terms are customary; we have no continuing performance obligation in regards to the product; and the product has been segregated from our inventories.
The majority of our equipment contains embedded operating systems and data management software which are included in the purchase price of the equipment. The software is deemed incidental to the systems as a whole as it is not sold separately or marketed separately and its production costs are minor as compared to those of the hardware system. Therefore, the Company’s hardware appliances are considered non-software elements and are not subject to the industry-specific software revenue recognition guidance.
Warranty Claims and Bad Debts: Provisions for the estimated costs for future product warranty claims and bad debts are recorded in cost of revenue and general and administrative expense, respectively. The amounts recorded are generally based upon historically derived percentages while also factoring in any new business conditions that might impact the historical analysis such as new product introduction for warranty and bankruptcies of particular customers for bad debts. We also periodically evaluate the adequacy of reserves for warranty and bad debts recorded in our consolidated balance sheet as a further test to ensure the adequacy of the recorded provisions. Warranty and bad debt analysis often involves subjective analysis of a particular customer’s ability to pay. As a result, significant judgment is required in determining the appropriate amounts to record, and such judgments may prove to be incorrect in the future. We believe that our procedures for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to the actual amounts.
Inventories: Inventories are stated at the lower of cost (first-in, first-out) or market. The Company records provisions to write-down obsolete and excess inventory to its estimated net realizable value. The process for evaluating obsolete and excess inventory consists of analyzing the inventory supply on hand and estimating the net realizable value of the inventory based on historical experience, current business conditions and anticipated future revenue. We believe that our procedures for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to actual experience.
Income Taxes: A valuation allowance is established when it is “more-likely-than-not” that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence must be considered, including our performance, the market environment in which we operate, length of carryforward periods, existing revenue backlog and future revenue projections. If actual factors and conditions differ
 
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materially from the estimates made by management, the actual realization of the net deferred tax assets or liabilities could vary materially from the amounts previously recorded. At January 31, 2017, the Company has provided valuation allowances for future state tax benefits resulting from certain R&D tax credits which could expire unused.
The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions. Although guidance on the accounting for uncertain income taxes prescribes the use of a recognition and measurement model, the determination of whether an uncertain tax position has met those thresholds will continue to require significant judgment by management. If the ultimate resolution of tax uncertainties is different from what we have estimated, our income tax expense could be materially impacted.
Intangible and Long-Lived Assets: Long-lived assets, such as definite-lived intangible assets and property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. If the projected undiscounted cash flows are less than the carrying value, then an impairment charge would be recorded for the excess of the carrying value over the fair value, which is determined by the discounting of future cash flows.
Goodwill: Management evaluates the recoverability of goodwill annually or more frequently if events or changes in circumstances, such as declines in revenue, earnings or cash flows, or material adverse changes in the business climate, indicate that the carrying value of an asset might be impaired. Goodwill is first qualitatively assessed to determine whether further impairment testing is necessary. Factors that management considers in this assessment include macroeconomic conditions, industry and market considerations, overall financial performance (both current and projected), changes in management and strategy and changes in the composition or carrying amount of net assets. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a two step process is then performed. Step one compares the fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount exceeds the fair value of the reporting unit, step two is required to determine if there is an impairment of the goodwill. Step two compares the implied fair value of the reporting unit goodwill to the carrying amount of the goodwill. We estimate the fair value of our reporting units using the income approach based upon a discounted cash flow model. We believe that this approach is appropriate because it provides a fair value estimate based upon the reporting unit’s expected long term operating cash flow performance. In addition, we use the market approach, which compares the reporting unit to publicly-traded companies and transactions involving similar businesses, to support the conclusions based upon the income approach. The income approach requires the use of many assumptions and estimates including future revenue, expenses, capital expenditures, and working capital, as well as discount factors and income tax rates.
Share-Based Compensation: Share-based compensation expense is measured based on the estimated fair value of the share-based award when granted and is recognized as an expense over the requisite service period (generally the vesting period of the equity grant). We have estimated the fair value of each option on the date of grant using the Black-Scholes option-pricing model. Our estimate of share-based compensation requires a number of complex and subjective assumptions including our stock price volatility, employee exercise patterns (expected life of the options), the risk-free interest rate and the Company’s dividend yield. The stock price volatility assumption is based on the historical weekly price data of our common stock over a period equivalent to the weighted-average expected life of our options. Management evaluated whether there were factors during that period which were unusual and would distort the volatility figure if used to estimate future volatility and concluded that there were no such factors. In determining the expected life of the option grants, the Company has observed the actual terms of prior grants with similar characteristics and the actual vesting schedule of the grants and assessed the expected risk tolerance of different option groups. The risk-free interest rate used in the model is based on the actual U.S. Treasury zero coupon rates for bonds matching the expected term of the option as of the option grant date. The dividend assumption is based upon the prior year’s average dividend yield. No compensation expense is recognized for options that are forfeited for which the employee does not render the
 
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requisite service. Our accounting for share-based compensation for restricted stock awards (RSA) and restricted stock units (RSU) is also based on the fair value method. The fair value of the RSUs and RSAs is based on the closing market price of the Company’s common stock on the date of grant. Reductions in compensation expense associated with forfeited awards are estimated at the date of grant, and this estimated forfeiture rate is adjusted periodically based on actual forfeiture experience.
Recent Accounting Pronouncements
Reference is made to Note 1 of our audited consolidated financial statements included elsewhere in this report.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We have exposure to financial market risks, including changes in foreign currency exchange rates and interest rates.
Financial Exchange Risk
The functional currencies of our foreign subsidiaries and branches are the local currencies – the British Pound in the UK, the Canadian Dollar in Canada and the Euro in France and Germany. Accordingly, the effects of exchange rate fluctuations on the net assets of these foreign subsidiaries’ operations are accounted for as translation gains or losses in accumulated other comprehensive income (loss) within stockholders’ equity. We do not believe that a change of 10% in such foreign currency exchange rates would have a material impact on our consolidated financial position or results of operations.
Interest Rate Risk
At January 31, 2017, we had cash and cash equivalents of $18.1 million, of which $3.0 million is held for working capital, $5.0 million is held in foreign bank accounts and $10.0 million is held in highly liquid money market funds with original maturities of 90 days or less. We also have $6.7 million of securities available for sale which include state and municipal securities with maturities ranging from one month to two years. We do not enter into investments for trading or speculative purposes. We do not believe that we have material exposure to changes in fair value of these investments as a result of changes in interest rates due to the short-term nature of these investments.
 
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Item 8. Financial Statements and Supplementary Data
The consolidated financial statements required under this item are submitted as a separate section of this report on the pages indicated at Item 15(a)(1).
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective at January 31, 2017 to ensure that the information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of published financial statements in accordance with generally accepted accounting principles.
Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or the degree of compliance may deteriorate.
Management conducted its evaluation of the effectiveness of its internal control over financial reporting as of January 31, 2017. In making this assessment, management used the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, the principal executive officer and principal financial officer believe that as of January 31, 2017, the Company’s internal control over financial reporting was effective based on criteria set forth by COSO in “Internal Control-Integrated Framework.”
The attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting appears in Part IV, Item 15 of this Form 10-K and is incorporated herein by reference.
Changes in Internal Controls over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
 
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated herein by reference to the Company’s definitive proxy statement for the 2017 Annual Meeting of Shareholders.
The following sets forth certain information with respect to all executive officers of the Company. All officers serve at the pleasure of the Board of Directors.

Name	  	Age	 	  	Position	
Gregory A. Woods	  	 	58  	 	  	President, Chief Executive Officer and Director	
John P. Jordan	  	 	71  	 	  	Vice President, Chief Financial Officer and Treasurer	
Michael M. Morawetz	  	 	57  	 	  	Vice President—International Branches	
Stephen M. Petrarca	  	 	54  	 	  	Vice President—Operations	
Eric E. Pizzuti	  	 	50  	 	  	Vice President and General Manager—QuickLabel	
Michael J. Natalizia	  	 	53  	 	  	Vice President and Chief Technology Officer	
Mr. Woods has served as Chief Executive Officer of the Company since February 1, 2014. Mr. Woods joined the Company in September 2012 as Executive Vice President and Chief Operating Officer and was appointed President and Chief Operating Officer on August 29, 2013. Prior to joining the Company, Mr. Woods served from January 2010 to August 2012 as Managing Director of Medfield Advisors, LLC, an advisory firm located in Medfield, Massachusetts focused on providing corporate development and strategy guidance to technology driven manufacturing firms. From 2008 to 2010, Mr. Woods served as President of Performance Motion Devices, a specialty semiconductor and electronics manufacturer located in Lincoln, Massachusetts.
Mr. Jordan was appointed Vice President, Chief Financial Officer and Treasurer of the Company on August 1, 2016. Since February 2015, Mr. Jordan has served as the president of FreshFoodsVI.com, an on-line grocery delivery service. From February 2011 to October 2014, Mr. Jordan served as chief financial officer, vice president and treasurer of Zygo Corporation, a company that manufactures and designs advanced optical metrology systems and optical components and assemblies. From March 2007 to February 2011, Mr. Jordan served as chief financial officer, vice president, and treasurer of Baldwin Technology Company, Inc., a supplier of process automation equipment and related consumables for the print media industry.
Mr. Morawetz was appointed Vice President International Branches in 2006. He was previously the General Manager of Branch Operations for the Company’s German subsidiary, having joined the Company in 1989.
Mr. Petrarca was appointed Vice President of Operations in 1998. He has previously held positions as General Manager of Manufacturing, Manager of Grass Operations and Manager of Grass Sales. He has been with the Company since 1980.
Mr. Eric E. Pizzuti was appointed Vice President and General Manager of the Company’s Product Identification business segment on March 9, 2012. Prior to this appointment, Mr. Pizzuti held the position of Vice President and Worldwide Director of Sales for QuickLabel Systems from March 2010 and Worldwide Director of Sales from March 2006 through March 2010. Mr. Pizzuti has held various other positions since joining the Company in 1996.
Mr. Natalizia was appointed Vice President and Chief Technology Officer of the Company on March 9, 2012. Prior to this appointment, Mr. Natalizia held the position of Director of Product Development of the Company since 2005.
Code of Ethics
The Company has adopted a Code of Conduct which applies to all directors, officers and employees of the Company, including the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and principal accounting officer which meets the requirements of a “code of ethics” as defined in Item 406 of Regulation S-K.
 
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A copy of the Code of Conduct will be provided to shareholders, without charge, upon request directed to Investor Relations or can be obtained on the Company’s website, (www.astronovainc.com) , under the heading “Investors—Corporate Governance—Governance Documents.” The Company intends to disclose any amendment to, or waiver of, a provision of the Code of Conduct for the CEO, CFO, principal accounting officer or controller, or persons performing similar functions by posting such information on its website.
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference to the Company’s definitive Proxy Statement for the 2017 Annual Meeting of Shareholders.
The information set forth under the heading “Compensation Committee Report” in the Company’s definitive Proxy Statement is furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act, nor be incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated herein by reference to the Company’s definitive Proxy Statement for the 2017 Annual Meeting of Shareholders.
Equity Compensation Plan Information
The following table sets forth information about the Company’s equity compensation plans as of January 31, 2017:

Plan Category	  	Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights	 	 	Weighted-
Average Exercise
Price of
Outstanding
Options,
Warrants and
Rights	 	 	Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans	 	
Equity Compensation Plans Approved by Shareholders	  	 	841,250	(1) 	 	$	11.96	(2) 	 	 	285,200	(3) 	
Equity Compensation Plans Not Approved by Shareholders	  	 	—  	 	 	 	—  		 	 	—  		
	  	 	 	 	 	 	 	 	 	 	 	 	
Total	  	 	841,250	(1) 	 	$	11.96	(2) 	 	 	285,200	 	

(1)	Includes 30,700 shares issuable upon exercise of outstanding options granted under the Company’s 1997 incentive stock option plan; 26,500 shares issuable upon exercise of outstanding options granted under the Company’s 1998 non-qualified stock option plan; 526,456 shares issuable upon exercise of outstanding options granted under the Company’s 2007 Equity Incentive Plan; and 101,800 shares issuable upon exercise of outstanding options granted and 189,794 restricted stock units outstanding under the Company’s 2015 Equity Incentive Plan.	
(2)	Does not include restricted stock units.	
(3)	Represents 239,976 shares available for grant under the AstroNova, Inc. 2007 and 2015 Equity Incentive Plans and 45,224 shares available for purchase under the Employee Stock Purchase Plan. This balance does not include 24,073 shares issued pursuant to outstanding unvested restricted stock awards which are subject to forfeiture.	
Additional information regarding these equity compensation plans is contained in Note 11, “Share-Based Compensation,” in the Company’s Consolidated Financial Statements included in Item 15 hereto.
 
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Item 13. Certain Relationships, Related Transactions and Director Independence
The information required by this item is incorporated herein by reference to the Company’s definitive Proxy Statement for the 2017 Annual Meeting of Shareholders.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated herein by reference to the Company’s definitive Proxy Statement for the 2017 Annual Meeting of Shareholders.
 
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PART IV
 Item 15. Exhibits and Financial Statement Schedule
(a)(1) Financial Statements:
The following documents are included as part of this Annual Report filed on Form 10-K:

 	  	Page	
Report of Independent Registered Public Accounting Firm	  	37	
Consolidated Balance Sheets as of January 31, 2017 and 2016	  	38	
Consolidated Statements of Income—Years Ended January 31, 2017, 2016 and 2015	  	39	
Consolidated Statements of Comprehensive Income—Years Ended January 31, 2017, 2016 and 2015	  	40	
Consolidated Statements of Changes in Shareholders’ Equity—Years Ended January  31, 2017, 2016 and 2015	  	41	
Consolidated Statements of Cash Flows—Years Ended January 31, 2017, 2016 and 2015	  	42	
Notes to Consolidated Financial Statements	  	43-65	
		
(a)(2) Financial Statement Schedule:	  		
		
Schedule II—Valuation and Qualifying Accounts and Reserves—Years Ended January 31, 2017, 2016 and 2015	  	66	
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore, have been omitted.
 Item 16. Form 10-K Summary
Not Applicable.
 
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(a)(3) Exhibits:

Exhibit
Number	 	 	
		
    (2.1)	 	Share Purchase Agreement, dated January 7, 2017, as amended, by and among ANI ApS, Trojan Holding ApS, as a Seller and as the Sellers’ Representative, and Li Wei Chong.*	
		
    (2.2)	 	Asset Purchase Agreement dated June 18, 2015 by and among AstroNova, Inc., and Rugged Information Technology Equipment Corp. filed as Exhibit 2.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016 and incorporated by reference herein.*	
		
    (3A)	 	Restated Articles of Incorporation of the Company and all amendments thereto filed as Exhibit 3A to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2016 and incorporated by reference herein.	
		
    (3B)	 	By-laws of the Company as amended to date filed as Exhibit 3B to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2008 (File No. 000-13200) and incorporated by reference herein.	
		
    (4)	 	Specimen form of common stock certificate of the Company filed as Exhibit 4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2016 and incorporated by reference herein.	
		
  (10.1)	 	AstroNova, Inc. Non-Employee Director Stock Plan filed as Exhibit 4.3 to Registration Statement on Form S-8 filed on March 28, 1997, Registration No. 333-24123, and incorporated by reference herein.**	
		
  (10.2)	 	AstroNova, Inc. 1997 Incentive Stock Option Plan, as amended, filed as Exhibit 4.3 to Registration Statements on Form S-8 filed on August 28, 1998, Registration No. 333-93565, and incorporated by reference herein.**	
		
  (10.3)	 	AstroNova, Inc. 1998 Non-Qualified Stock Option Plan, as amended, filed as Exhibit 4.3 to Registration Statement on Form S-8 filed on August 28, 1998, Registration No. 333-62431 and incorporated by reference herein.**	
		
  (10.4)	 	AstroNova, Inc. 2007 Equity Incentive Plan as filed as Appendix A to the Definitive Proxy Statement filed on April 25, 2007 on Schedule 14A (File No. 000-13200) for the 2007 annual shareholders meeting and incorporated by reference herein.**	
		
  (10.5)	 	AstroNova, Inc. Management Bonus Plan (Group III) filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended May 3, 2014 incorporated by reference herein.**	
		
  (10.6)	 	AstroNova, Inc. Management Bonus Plan—Vice President International Branches filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K (File No. 000-13200) for the year ended January 31, 2009 and incorporated by reference herein.**	
		
  (10.7)	 	AstroNova, Inc. Amended and Restated Non-Employee Directors Compensation Program filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended May 3, 2014 and incorporated by reference herein.**	
		
  (10.8)	 	Form of Performance-Based Restricted Stock Unit Award Agreement filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the period ended April 28, 2012 and incorporated by reference herein.**	
		
  (10.9)	 	Three-Year Revolving Line of Credit Agreement dated September 5, 2014 by and between the Company and Wells Fargo Bank filed as Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the period ended November 1, 2014 and incorporated by reference herein.	
 
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Exhibit
Number	 	 	
		
  (10.10)	 	Equity Incentive Award Agreement dated as of November 24, 2014 by and between the Company and Gregory A. Woods filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended January 31, 2015 and incorporated by reference herein.**	
		
  (10.11)	 	Change in Control Agreement dated as of November 24, 2014 by and between the Company and Gregory A. Woods filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended January 31, 2015 and incorporated by reference herein.**	
		
  (10.12)	 	Stock Repurchase Agreement dated as of December 4, 2014 by and among AstroNova, Inc. and Albert W. Ondis III, Alexis Ondis and April Ondis, each in his or her capacity as a Co-Executor of the Estate of Albert W. Ondis filed on Form 8-K on December 4, 2014 and incorporated by reference herein.	
		
  (10.13)	 	Senior Executive Short Term Incentive Plan adopted March 27, 2015 filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended May 2, 2015 and incorporated by reference herein.**	
		
  (10.14)	 	General Manager Employment Contract dated November 18, 2014 by and among AstroNova, Inc. and Michael Morawetz filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended May 2, 2015 and incorporated by reference herein.**	
		
  (10.15)	 	Form of Indemnification Agreement for directors and officers filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended October 31, 2015 and incorporated by reference herein.**	
		
  (10.16)	 	Credit Agreement dated February 28, 2017 among AstroNova, Inc., as the U.S. Borrower, ANI APS, as the Danish Borrower, Certain Subsidiaries of the U.S. Borrower, as the Guarantors and Bank of America, N.A.	
		
  (10.18)	 	Security and Pledge Agreement dated February 28, 2017 among AstroNova, Inc. as the U.S. Borrower and such other parties that become Grantors hereunder after the date hereof and Bank of America, N.A.	
		
  (10.19)	 	AstroNova, Inc. Amended and Restated Non-Employee Director Annual Compensation Program filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended July 30, 2016 and incorporated by reference herein.**	
		
  (10.20)	 	Form of Restricted Stock Agreement granted under the Amended and Restated Non-Employee Director Annual Compensation Program filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended July 30, 2016 and incorporated by reference herein.**	
		
  (10.21)	 	Form of Incentive Stock Option Agreement granted under the 2015 Equity Incentive Plan filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended July 30, 2016 and incorporated by reference herein.**	
		
  (10.22)	 	Form of Non-Statutory Stock Option Agreement granted under the 2015 Equity Incentive Plan filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended July 30, 2016 and incorporated by reference herein.**	
		
  (10.23)	 	Form of Non-Employee Director Non-Statutory Stock Option Agreement granted under the 2015 Equity Incentive Plan filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended July 30, 2016 and incorporated by reference herein.**	
		
  (10.24)	 	Form of Restricted Stock Agreement granted under the 2015 Equity Incentive Plan filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended July 30, 2016 and incorporated by reference herein.**	
 
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Exhibit
Number	 	 	
		
  (10.25)	 	Form of Non-Employee Director Restricted Stock Agreement granted under the 2015 Equity Incentive Plan filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the period ended July 30, 2016 and incorporated by reference herein.**	
		
  (10.26)	 	Form of Time-Based Restricted Stock Unit Agreement granted under the 2015 Equity Incentive Plan filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended July 30, 2016 and incorporated by reference herein.**	
		
  (10.27)	 	Form of Performance Restricted Stock Unit Agreement granted under the 2015 Equity Incentive Plan filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the period ended July 30, 2016 and incorporated by reference herein.**	
		
  (21)	 	List of Subsidiaries of the Company.	
		
  (23.1)	 	Consent of Wolf & Company, P.C.	
		
  (31.1)	 	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
		
  (31.2)	 	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
		
  (32.1)	 	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	
		
  (32.2)	 	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	
		
(101)	 	The following materials from Registrant’s Annual Report on Form 10-K for the year ended January 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements. Filed electronically herein.	

*	Schedules to this Exhibit have been omitted in reliance on Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any such schedules to the SEC upon request.	
**	Management contract or compensatory plan or arrangement.	
 
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	 		 	ASTRONOVA, INC.
(Registrant)	
				
Date: April 6, 2017	 		 	By:	 	/ S /    G REGORY A. W OODS        	
	 		 		 	(Gregory A. Woods, Chief Executive Officer)	
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Name	  	Title	 	Date	
			
/ S /    G REGORY A. W OODS
Gregory A. Woods	  	President, Chief Executive Officer and Director (Principal Executive Officer)	 	April 6, 2017	
			
/ S /    J OHN P. J ORDAN
John P. Jordan	  	Vice President, Chief Financial Officer and Treasurer (Principal Accounting and Financial Officer)	 	April 6, 2017	
			
/ S /    H ERMANN V IETS
Hermann Viets	  	Chairman of the Board of Directors and Director	 	April 6, 2017	
			
/ S /    E VERETT V. P IZZUTI
Everett V. Pizzuti	  	Director	 	April 6, 2017	
			
/ S /    G RAEME M AC L ETCHIE
Graeme MacLetchie	  	Director	 	April 6, 2017	
			
/ S /    M ITCHELL I. Q UAIN
Mitchell I. Quain	  	Director	 	April 6, 2017	
			
/ S /    H AROLD S CHOFIELD
Harold Schofield	  	Director	 	April 6, 2017	
			
/ S /    A PRIL O NDIS
April Ondis	  	Director	 	April 6, 2017	
 
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 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of
AstroNova, Inc.
We have audited the accompanying consolidated balance sheets of AstroNova, Inc. (the “Company”) as of January 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended January 31, 2017, and the financial statement schedule listed in Item 15(a)(2)(collectively, the financial statements). We also have audited AstroNova, Inc.’s internal control over financial reporting as of January 31, 2017, based on criteria established in  Internal Control—Integrated Framework  issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. The Company’s management is responsible for these financial statements and for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AstroNova, Inc. as of January 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended January 31, 2017, in conformity with accounting principles generally accepted in the United States of America, and in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. Also in our opinion, AstroNova, Inc. maintained, in all material respects, effective internal control over financial reporting as of January 31, 2017, based on criteria established in  Internal Control—Integrated Framework  issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
/s/ Wolf & Company, P.C.
Boston, Massachusetts
April 6, 2017
 
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ASTRONOVA, INC.
 CONSOLIDATED BALANCE SHEETS
As of January 31
(In Thousands, Except Share Data)

 	  	2017	 	 	2016	 	
ASSETS	  				 				
CURRENT ASSETS	  				 				
Cash and Cash Equivalents	  	$	18,098	 	 	$	10,043	 	
Securities Available for Sale	  	 	6,723	 	 	 	10,376	 	
Accounts Receivable, net of reserves of $266 in 2017 and $404 in 2016	  	 	15,702	 	 	 	15,325	 	
Inventories	  	 	19,506	 	 	 	14,890	 	
Prepaid Expenses and Other Current Assets	  	 	1,394	 	 	 	3,880	 	
	  	 	 	 	 	 	 	 	
Total Current Assets	  	 	61,423	 	 	 	54,514	 	
PROPERTY, PLANT AND EQUIPMENT	  				 				
Land and Improvements	  	 	967	 	 	 	967	 	
Buildings and Improvements	  	 	11,266	 	 	 	11,350	 	
Machinery and Equipment	  	 	28,145	 	 	 	27,396	 	
	  	 	 	 	 	 	 	 	
	  	 	40,378	 	 	 	39,713	 	
Less Accumulated Depreciation	  	 	(31,098	) 	 	 	(29,906	) 	
	  	 	 	 	 	 	 	 	
Total Property, Plant and Equipment, net	  	 	9,280	 	 	 	9,807	 	
OTHER ASSETS	  				 				
Identifiable Intangibles, net	  	 	5,264	 	 	 	5,980	 	
Goodwill	  	 	4,521	 	 	 	4,521	 	
Deferred Tax Assets	  	 	2,811	 	 	 	3,049	 	
Other	  	 	366	 	 	 	92	 	
	  	 	 	 	 	 	 	 	
Total Other Assets	  	 	12,962	 	 	 	13,642	 	
	  	 	 	 	 	 	 	 	
TOTAL ASSETS	  	$	83,665	 	 	$	77,963	 	
	  	 	 	 	 	 	 	 	
LIABILITIES AND SHAREHOLDERS’ EQUITY	  				 				
CURRENT LIABILITIES	  				 				
Accounts Payable	  	$	4,957	 	 	$	3,192	 	
Accrued Compensation	  	 	2,936	 	 	 	3,436	 	
Other Accrued Expenses	  	 	2,171	 	 	 	2,209	 	
Deferred Revenue	  	 	472	 	 	 	529	 	
Income Taxes Payable	  	 	1,449	 	 	 	182	 	
	  	 	 	 	 	 	 	 	
Total Current Liabilities	  	 	11,985	 	 	 	9,548	 	
Deferred Tax Liabilities	  	 	11	 	 	 	78	 	
Other Long Term Liabilities	  	 	1,132	 	 	 	964	 	
	  	 	 	 	 	 	 	 	
TOTAL LIABILITIES	  	 	13,128	 	 	 	10,590	 	
			
Commitments and Contingencies (See Note 18)	  				 				
			
SHAREHOLDERS’ EQUITY	  				 				
Preferred Stock, $10 Par Value, Authorized 100,000 shares, None Issued	  	 	—  		 	 	—  		
Common Stock, $0.05 Par Value, Authorized 13,000,000 shares; Issued 9,834,906 shares in 2017 and 9,666,290 shares in 2016	  	 	492	 	 	 	483	 	
Additional Paid-in Capital	  	 	47,524	 	 	 	45,675	 	
Retained Earnings	  	 	44,358	 	 	 	42,212	 	
Treasury Stock, at Cost, 2,375,076 shares in 2017 and 2,323,545 shares in 2016	  	 	(20,781	) 	 	 	(20,022	) 	
Accumulated Other Comprehensive Loss, Net of Tax	  	 	(1,056	) 	 	 	(975	) 	
	  	 	 	 	 	 	 	 	
TOTAL SHAREHOLDERS’ EQUITY	  	 	70,537	 	 	 	67,373	 	
	  	 	 	 	 	 	 	 	
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	  	$	83,665	 	 	$	77,963	 	
	  	 	 	 	 	 	 	 	
See Notes to the Consolidated Financial Statements.
 
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ASTRONOVA, INC.
 CONSOLIDATED STATEMENTS OF INCOME
For the years ended January 31
(In Thousands, Except Per Share Data)

 	  	2017	 	  	2016	 	  	2015	 	
Revenue	  	$	98,448	 	  	$	94,658	 	  	$	88,347	 	
Cost of Revenue	  	 	58,959	 	  	 	56,500	 	  	 	51,370	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Gross Profit	  	 	39,489	 	  	 	38,158	 	  	 	36,977	 	
Costs and Expenses:	  				  				  				
Selling and Marketing	  	 	18,955	 	  	 	18,249	 	  	 	18,289	 	
Research and Development	  	 	6,314	 	  	 	6,945	 	  	 	5,802	 	
General and Administrative	  	 	7,939	 	  	 	7,030	 	  	 	5,655	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Operating Expenses	  	 	33,208	 	  	 	32,224	 	  	 	29,746	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Operating Income	  	 	6,281	 	  	 	5,934	 	  	 	7,231	 	
Other Income (Expense):	  				  				  				
Investment Income	  	 	78	 	  	 	72	 	  	 	81	 	
Other, Net	  	 	246	 	  	 	903	 	  	 	(380	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
	  	 	324	 	  	 	975	 	  	 	(299	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Income before Income Taxes	  	 	6,605	 	  	 	6,909	 	  	 	6,932	 	
Income Tax Provision	  	 	2,377	 	  	 	2,384	 	  	 	2,270	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Net Income	  	$	4,228	 	  	$	4,525	 	  	$	4,662	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Net Income Per Common Share—Basic	  	$	0.57	 	  	$	0.62	 	  	$	0.61	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Net Income Per Common Share—Diluted	  	$	0.56	 	  	$	0.61	 	  	$	0.60	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Weighted Average Number of Common Shares Outstanding—Basic	  	 	7,421	 	  	 	7,288	 	  	 	7,612	 	
Dilutive Effect of Common Stock Equivalents	  	 	151	 	  	 	183	 	  	 	222	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Weighted Average Number of Common Shares Outstanding—Diluted	  	 	7,572	 	  	 	7,471	 	  	 	7,834	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Dividends Declared Per Common Share	  	$	0.28	 	  	$	0.28	 	  	$	0.28	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
See Notes to the Consolidated Financial Statements.
 
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ASTRONOVA, INC.
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended January 31
(In Thousands)

 	  	2017	 	 	2016	 	 	2015	 	
Net Income	  	$	4,228	 	 	$	4,525	 	 	$	4,662	 	
Other Comprehensive Loss, net of taxes and reclassification adjustments:	  				 				 				
Foreign currency translation adjustments	  	 	(65	) 	 	 	(269	) 	 	 	(866	) 	
Unrealized loss on securities available for sale	  	 	(16	) 	 	 	(7	) 	 	 	(9	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Other Comprehensive Loss	  	 	(81	) 	 	 	(276	) 	 	 	(875	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Comprehensive Income	  	$	4,147	 	 	$	4,249	 	 	$	3,787	 	
	  	 	 	 	 	 	 	 	 	 	 	 	
See Notes to the Consolidated Financial Statements.
 
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ASTRONOVA, INC.
 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
($ In Thousands)

 	 	 
Common Stock	 	 	Additional
Paid-in
Capital	 	 	Retained
Earnings	 	 	Treasury
Stock	 	 	Accumulated
Other
Comprehensive
Income (Loss)	 	 	Total
Shareholders’
Equity	 	
 	 	Shares	 	 	Amount	 	 			 			 			 			 			
Balance January 31, 2014	 	 	9,291,225	 	 	$	465	 	 	$	41,235	 	 	$	37,201	 	 	$	(12,463	) 	 	$	176	 	 	$	66,614	 	
Share-based compensation	 	 	—  	 	 	 	—  	 	 	 	511	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	511	 	
Employee option exercises	 	 	227,512	 	 	 	11	 	 	 	1,887	 	 	 	—  	 	 	 	(889	) 	 	 	—  	 	 	 	1,009	 	
Tax benefit of employee stock options	 	 	—  	 	 	 	—  	 	 	 	107	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	107	 	
Restricted stock awards vested, net	 	 	26,127	 	 	 	1	 	 	 	(140	) 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(139	) 	
Repurchases of common stock	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(6,250	) 	 	 	—  	 	 	 	(6,250	) 	
Dividends paid	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(2,128	) 	 	 	—  	 	 	 	—  	 	 	 	(2,128	) 	
Net income	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	4,662	 	 	 	—  	 	 	 	—  	 	 	 	4,662	 	
Other comprehensive loss	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(875	) 	 	 	(875	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance January 31, 2015	 	 	9,544,864	 	 	$	477	 	 	$	43,600	 	 	$	39,735	 	 	$	(19,602	) 	 	$	(699	) 	 	$	63,511	 	
Share-based compensation	 	 	—  	 	 	 	—  	 	 	 	1,209	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	1,209	 	
Employee option exercises	 	 	98,734	 	 	 	5	 	 	 	802	 	 	 	—  	 	 	 	(371	) 	 	 	—  	 	 	 	436	 	
Tax benefit of employee stock options	 	 	—  	 	 	 	—  	 	 	 	65	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	65	 	
Restricted stock awards vested, net	 	 	22,692	 	 	 	1	 	 	 	(1	) 	 	 	—  	 	 	 	(49	) 	 	 	—  	 	 	 	(49	) 	
Dividends paid	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(2,048	) 	 	 	—  	 	 	 	—  	 	 	 	(2,048	) 	
Net income	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	4,525	 	 	 	—  	 	 	 	—  	 	 	 	4,525	 	
Other comprehensive loss	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(276	) 	 	 	(276	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance January 31, 2016	 	 	9,666,290	 	 	$	483	 	 	$	45,675	 	 	$	42,212	 	 	$	(20,022	) 	 	$	(975	) 	 	$	67,373	 	
Share-based compensation	 	 	—  	 	 	 	—  	 	 	 	1,019	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	1,019	 	
Employee option exercises	 	 	93,483	 	 	 	5	 	 	 	834	 	 	 	—  	 	 	 	(451	) 	 	 	—  	 	 	 	388	 	
Restricted stock awards vested, net	 	 	75,133	 	 	 	4	 	 	 	(4	) 	 	 	—  	 	 	 	(308	) 	 	 	—  	 	 	 	(308	) 	
Dividends paid	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(2,082	) 	 	 	—  	 	 	 	—  	 	 	 	(2,082	) 	
Net income	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	4,228	 	 	 	—  	 	 	 	—  	 	 	 	4,228	 	
Other comprehensive loss	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(81	) 	 	 	(81	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance January 31, 2017	 	 	9,834,906	 	 	$	492	 	 	$	47,524	 	 	$	44,358	 	 	$	(20,781	) 	 	$	(1,056	) 	 	$	70,537	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
See Notes to the Consolidated Financial Statements.
 
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ASTRONOVA, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended January 31
(In Thousands)

 	  	2017	 	 	2016	 	 	2015	 	
Cash Flows from Operating Activities:	  				 				 				
Net Income	  	$	4,228	 	 	$	4,525	 	 	$	4,662	 	
Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities:	  				 				 				
Depreciation and Amortization	  	 	2,431	 	 	 	2,065	 	 	 	2,063	 	
Share-Based Compensation	  	 	1,019	 	 	 	1,209	 	 	 	511	 	
Deferred Income Tax Provision (Benefit)	  	 	174	 	 	 	(292	) 	 	 	(397	) 	
Excess Tax Benefit From Share-Based Compensation	  	 	—  	 	 	 	(65	) 	 	 	(107	) 	
Gain on Sale of UK Property	  	 	(419	) 	 	 	—  	 	 	 	—  	 	
Write-down of Asset Held for Sale	  	 	—  	 	 	 	—  	 	 	 	220	 	
Changes in Assets and Liabilities, Net of Impact of Acquisitions:	  				 				 				
Accounts Receivable	  	 	(416	) 	 	 	(1,285	) 	 	 	(2,741	) 	
Inventories	  	 	(4,659	) 	 	 	600	 	 	 	(404	) 	
Accounts Payable and Accrued Expenses	  	 	1,426	 	 	 	151	 	 	 	810	 	
Income Taxes Payable	  	 	2,187	 	 	 	412	 	 	 	(1,747	) 	
Other	  	 	982	 	 	 	407	 	 	 	(1,379	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net Cash Provided by Operating Activities	  	 	6,953	 	 	 	7,727	 	 	 	1,491	 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Cash Flows from Investing Activities:	  				 				 				
Proceeds from Maturities of Securities Available for Sale	  	 	4,029	 	 	 	9,978	 	 	 	12,885	 	
Purchases of Securities Available for Sale	  	 	(400	) 	 	 	(5,192	) 	 	 	(9,306	) 	
Proceeds from Sale of UK Property	  	 	474		 	 	—  	 	 	 	—  	 	
Acquisition of RITEC’s Aerospace Printer Business	  	 	—  	 	 	 	(7,360	) 	 	 	—  	 	
Net Proceeds Received for Sale of Asset Held for Sale	  	 	—  	 	 	 	1,698	 	 	 	—  	 	
Release of Funds Held in Escrow From Sale of Grass	  	 	—  	 	 	 	—  	 	 	 	1,800	 	
Proceeds Received on Disposition of Grass Inventory	  	 	—  	 	 	 	—  	 	 	 	2,355	 	
Payments Received on Line of Credit and Note Receivable	  	 	256	 	 	 	395	 	 	 	258	 	
Additions to Property, Plant and Equipment	  	 	(1,238	) 	 	 	(3,061	) 	 	 	(2,247	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net Cash Provided (Used) by Investing Activities	  	 	3,121	 	 	 	(3,542	) 	 	 	5,745	 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Cash Flows from Financing Activities:	  				 				 				
Net Proceeds from Common Shares Issued Under Employee Benefit Plans and Employee Stock Option Plans, Net of Payment of Minimum Tax Withholdings	  	 	79	 	 	 	387	 	 	 	870	 	
Purchase of Treasury Stock	  	 	—  	 	 	 	—  	 	 	 	(6,250	) 	
Excess Tax Benefit from Share-Based Compensation	  	 	—  	 	 	 	65	 	 	 	107	 	
Dividends Paid	  	 	(2,082	) 	 	 	(2,048	) 	 	 	(2,128	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net Cash Used in Financing Activities	  	 	(2,003	) 	 	 	(1,596	) 	 	 	(7,401	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Effect of Foreign Exchange Rate Changes on Cash and Cash Equivalents	  	 	(16	) 	 	 	(504	) 	 	 	(218	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net Increase (Decrease) in Cash and Cash Equivalents	  	 	8,055	 	 	 	2,085	 	 	 	(383	) 	
Cash and Cash Equivalents, Beginning of Year	  	 	10,043	 	 	 	7,958	 	 	 	8,341	 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Cash and Cash Equivalents, End of Year	  	$	18,098	 	 	$	10,043	 	 	$	7,958	 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Supplemental Information:	  				 				 				
Cash Paid (Received) During the Period for:	  				 				 				
Income Taxes, Net of Refunds	  	$	(84	) 	 	$	2,257	 	 	$	4,566	 	
See Notes to the Consolidated Financial Statements.
 
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ASTRONOVA, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2017, 2016 and 2015
Note 1—Summary of Significant Accounting Policies
Basis of Presentation : The accompanying financial data have been prepared by us pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC) and are presented in conformity with U.S. generally accepted accounting principles (U.S. GAAP). Our fiscal year end is January 31. Unless otherwise stated, all years and dates refer to our fiscal year.
Principles of Consolidation: The consolidated financial statements include the accounts of AstroNova, Inc. and its subsidiaries. All material intercompany accounts and transactions are eliminated in consolidation.
Reclassification: Certain amounts in prior year financial statements have been reclassified to conform to the current year’s presentation.
Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect these financial statements and accompanying notes. Some of the more significant estimates relate to the allowances for doubtful accounts, inventory valuation, valuation and estimated lives of intangible assets, impairment of long-lived assets, goodwill, income taxes, share-based compensation and warranty reserves. Management’s estimates are based on the facts and circumstances available at the time estimates are made, past historical experience, risk of loss, general economic conditions and trends, and management’s assessments of the probable future outcome of these matters. Consequently, actual results could differ from those estimates.
Cash and Cash Equivalents: Highly liquid investments with an original maturity of 90 days or less are considered to be cash equivalents. Similar investments with original maturities beyond three months are classified as securities available for sale. Cash of $5.1 million and $3.0 million was held in foreign bank accounts at January 31, 2017 and 2016, respectively.
Securities Available for Sale: Securities available for sale are carried at fair value based on quoted market prices, where available. The difference between cost and fair value, net of related tax effects, is recorded as a component of accumulated other comprehensive loss in shareholders’ equity.
Inventories: Inventories are stated at the lower of cost (first-in, first-out) or market and include material, labor and manufacturing overhead.
Property, Plant and Equipment: Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets (land improvements—10 to 20 years; buildings and improvements—10 to 45 years; machinery and equipment—3 to 10 years). Depreciation expense was $1.7 million for fiscal 2017; $1.6 million for fiscal 2016 and $1.4 million for 2015.
Revenue Recognition: Product revenue is recognized when all of the following criteria have been met: persuasive evidence of an arrangement exists; price to the buyer is fixed or determinable; delivery has occurred and legal title and risk of loss have passed to the customer; and collectability is reasonably assured. Returns and customer credits are infrequent and are recorded as a reduction to revenue. Rights of return are not included in revenue arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied. Revenue is recorded net of any discounts from list price. Amounts billed to customers for shipping and handling fees are included in revenue, while related shipping and handling costs are included in cost of revenue.
The majority of our hardware products contain embedded operating systems and data management software which is included in the purchase price of the equipment. The software is deemed incidental to the systems as a
 
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whole as it is not sold or marketed separately and its production costs are minor compared to those of the hardware system. Therefore, the Company’s hardware appliances are considered non-software elements and are not subject to industry-specific software revenue recognition guidance.
Our multiple-element arrangements are generally comprised of a combination of equipment, software, installation and/or training services. Hardware and software elements are typically delivered at the same time and revenue is recognized when all the revenue recognition criteria for each unit are met. Delivery of installation and training services vary based on certain factors such as the complexity of the equipment, staffing availability in a geographic location and customer preferences, and can range from a few days to a few months. Service revenue is deferred and recognized over the contractual period or as services are rendered and accepted by the customer.
We have evaluated the deliverables in our multiple-element arrangements and concluded that they are separate units of accounting if the delivered item or items have value to the customer on a standalone basis and delivery or performance of the undelivered item(s) is considered probable and substantially in our control. We allocate revenue to each element in our multiple-element arrangements based upon their relative selling prices. We determine the selling price for each deliverable based on a selling price hierarchy. The selling price for a deliverable is based on vendor specific objective evidence (VSOE) if available, third-party evidence (TPE) if VSOE is not available, or estimated selling price (ESP) if neither VSOE nor TPE is available. Revenue allocated to each element is then recognized when the basic revenue recognition criteria for that element have been met.
Infrequently, we recognize revenue for non-recurring engineering (NRE) fees for product modification orders upon completion of agreed-upon milestones. Revenue is deferred for any amounts received prior to completion of milestones. Certain of our NRE arrangements include formal customer acceptance provisions. In such cases, we determine whether we have obtained customer acceptance for the specific milestone before recognizing revenue. NRE fees have not been significant in the periods presented herein.
We also receive infrequent requests from customers to hold product purchased from us for the customer’s convenience. Revenue is recognized for such bill and hold arrangements in accordance with the requirements of SEC Staff Accounting Bulletin No. 104 which requires, among other things, the existence of a valid business purpose for the arrangement; the transfer of ownership of the purchased product; a fixed delivery date that is reasonable and consistent with the buyer’s business purpose; the readiness of the product for shipment; the use of customary payment terms; no continuing performance obligation by us; and segregation of the product from our inventories.
Research and Development Costs: We charge costs to expense in the period incurred, and these expenses are presented in the consolidated statement of income. The following costs are included in research and development expense: salaries and benefits, external engineering service costs, engineering related information costs and supplies.
Foreign Currency Translation: The financial statements of foreign subsidiaries and branches are measured using the local currency as the functional currency. Foreign currency-denominated assets and liabilities are translated into U.S. dollars at year-end exchange rates with the translation adjustment recorded as a component of accumulated comprehensive income (loss) in shareholders’ equity. Revenues and expenses are translated at the monthly average exchange rates. We do not provide for U.S. income taxes on foreign currency translation adjustments associated with our German subsidiary since its undistributed earnings are considered to be permanently invested. Our net foreign exchange losses were $0.2 million; $0.3 million and $0.2 million for fiscal 2017, 2016 and 2015, respectively.
Advertising: The Company expenses advertising costs as incurred. Advertising costs including advertising production, trade shows and other activities are designed to enhance demand for our products and amounted to approximately $1.3 million; $1.1 million and $1.7 million in fiscal 2017, 2016 and 2015, respectively.
Long-Lived Assets: Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination
 
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of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. If the projected undiscounted cash flows are less than the carrying value, then an impairment charge would be recorded for the excess of the carrying value over the fair value, as determined by the discounting of future cash flows. For 2017, 2016 and 2015, there were no impairment charges for long-lived assets.
Intangible Assets: Intangible assets include the value of customer relationships and non-competition agreements acquired in connection with business acquisitions and are stated at cost (fair value at acquisition) less accumulated amortization. These intangible assets have a definite life and are amortized over the assets’ useful lives using a systematic and rational basis which is representative of the assets’ use. Intangible assets with a definite life are tested for impairment whenever events or circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. If necessary, an impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted cash flows used in determining the fair value of the asset. The amount of the impairment loss recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. For 2017, 2016 and 2015, there were no impairment charges for intangible assets.
Goodwill: Management evaluates the recoverability of goodwill annually or more frequently if events or changes in circumstances, such as declines in revenue, earnings or cash flows, or material adverse changes in the business climate indicate that the carrying value of an asset might be impaired. Goodwill is first qualitatively assessed to determine whether further impairment testing is necessary. Factors that management considers in this assessment include macroeconomic conditions, industry and market considerations, overall financial performance (both current and projected), changes in management and strategy and changes in the composition or carrying amount of net assets. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a two-step process is then performed. Step one compares the fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount exceeds the fair value of the reporting unit, step two is required to determine if there is an impairment of the goodwill. Step two compares the implied fair value of the reporting unit goodwill to the carrying amount of the goodwill. We estimate the fair value of our reporting units using the income approach based upon a discounted cash flow model. We believe that this approach is appropriate because it provides a fair value estimate based upon the reporting unit’s expected long-term operating cash flow performance. In addition, the Company uses the market approach, which compares the reporting unit to publicly-traded companies and transactions involving similar business, to support the conclusions based upon the income approach. The income approach requires the use of many assumptions and estimates including future revenue, expenses, capital expenditures, and working capital, as well as discount factors and income tax rates.
We performed a qualitative assessment for our 2017 analysis of goodwill. Based on this assessment, management does not believe that it is more likely than not that the carrying value of the reporting units exceed their fair values. Accordingly, no further testing was performed, as management believes that there are no impairment issues in regards to goodwill at this time.
Income Taxes: We use the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and tax basis of the assets and liabilities and are measured using statutory tax rates that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recognized when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. At January 31, 2017 and 2016, a valuation allowance was provided for deferred tax assets attributable to certain state R&D credit carryforwards.
AstroNova accounts for uncertain tax positions in accordance with the guidance provided in ASC 740, “Accounting for Income Taxes.” This guidance describes a recognition threshold and measurement attribute for the financial statement disclosure of tax positions taken or expected to be taken in a tax return and requires recognition of tax benefits that satisfy a more-likely-than-not threshold. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and disclosure.
 
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In fiscal 2015, the Company adopted the guidance in ASU 2015-17, “Income Taxes (Topic 740)” and accordingly has presented the Company’s deferred taxes as non-current in the accompanying consolidated balance sheet.
Net Income Per Common Share: Basic net income per share is based on the weighted average number of shares outstanding during the period. Diluted net income per share is based on the basic weighted average number of shares and potential common equivalent shares for stock options, restricted stock awards and restricted stock units outstanding during the period using the treasury stock method. In fiscal years 2017, 2016 and 2015, there were 459,700, 425,200 and 156,600, respectively, of common equivalent shares that were not included in the computation of diluted net income per common share because their inclusion would be anti-dilutive.
Allowance for Doubtful Accounts: In circumstances where we are aware of a customer’s inability to meet its financial obligations, an allowance is established. Accounts are individually evaluated on a regular basis and allowances are established to state such receivables at their net realizable value. The remainder of the allowance is based upon historical write-off experience and current market assessments.
Fair Value of Financial Instruments: Our financial instruments consist of cash and cash equivalents, investment securities, accounts receivable and accounts payable. The carrying amount reflected in the consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximates fair value due to the short-term nature of these items. Investment securities, all of which are available for sale, are carried in the consolidated balance sheets at fair value based on quoted market prices, when available.
Share-Based Compensation : Share-based compensation expense is measured based on the estimated fair value of the share-based award when granted and is recognized as an expense over the requisite service period (generally the vesting period of the equity grant). We have estimated the fair value of each option on the date of grant using the Black-Scholes option-pricing model. Our estimate of share-based compensation requires a number of complex and subjective assumptions including our stock price volatility, employee exercise patterns (expected life of the options), the risk-free interest rate and the Company’s dividend yield. The stock price volatility assumption is based on the historical weekly price data of our common stock over a period equivalent to the weighted average expected life of our options. Management evaluated whether there were factors during that period which were unusual and would distort the volatility figure if used to estimate future volatility and concluded that there were no such factors. In determining the expected life of the option grants, the Company has observed the actual terms of prior grants with similar characteristics and the actual vesting schedule of the grant and has assessed the expected risk tolerance of different option groups. The risk-free interest rate is based on the actual U.S. Treasury zero coupon rates for bonds matching the expected term of the option as of the option grant date. The dividend assumption is based upon the prior year’s average dividend yield. No compensation expense is recognized for options that are forfeited for which the employee does not render the requisite service. Our accounting for share-based compensation for restricted stock awards (RSA) and restricted stock units (RSU) is also based on the fair value method. The fair value of the RSUs and RSAs is based on the closing market price of the Company’s common stock on the grant date. Reductions in compensation expense associated with forfeited awards are estimated at the date of grant, and this estimated forfeiture rate is adjusted periodically based on actual forfeiture experience.
In the first quarter of fiscal 2017, the Company prospectively adopted the provisions of ASU 2016-09, and, as such, the cash flow from tax benefits that are a result of tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) is classified with other income tax cash flows as an operating activity for the year ended January 31, 2017. Tax deductions from certain stock option exercises are treated as being realized when they reduce tax expense and taxes payable in accordance with relevant tax law.
 
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Recent Accounting Pronouncements:
Statement of Cash Flows
In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-15, “Classification of Certain Cash Receipts and Cash Payments (Topic 230).” ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice for certain cash receipts and cash payments. The standard is effective for interim and annual reporting periods beginning after December 15, 2017 (Q1 fiscal 2019 for AstroNova), with early adoption permitted. The Company does not believe the adoption of this guidance will have a material impact on the Company’s consolidated financial statements.
Revenue Recognition
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 completes the joint effort by the FASB and International Accounting Standards Board to improve financial reporting by creating common revenue recognition guidance for U.S. GAAP and International Financial Reporting Standards. ASU 2014-09 applies to all companies that enter into contracts with customers to transfer goods or services. In August 2015, the FASB modified ASU 2014-09 to be effective for annual reporting periods beginning after December 15, 2017 (Q1 fiscal 2019 for AstroNova), including interim periods within that reporting period. As modified, the FASB permits the adoption of the new revenue standard early, but not before annual periods beginning after December 15, 2016. Entities have the choice to apply ASU 2014-09 either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying ASU 2014-09 at the date of initial application and not adjusting comparative information.
In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Consideration.” In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing.” In May 2016, the FASB issued ASU 2016-11, “Revenue from Contracts with Customers (Topic 606) and Derivatives and Hedging (Topic 815) – Rescission of SEC Guidance Because of ASU 2014-09 and 2014-16” and ASU 2016-12, “Revenue from Contracts with Customers (Topic 606) – Narrow Scope Improvements and Practical Expedients.” All of these ASUs do not change the core principle of the guidance in Topic 606 (as amended by ASU 2014-09), but rather provide further guidance to improve the operability and understandability of the implementation guidance included in ASU 2014-09. The effective date for all of these ASUs is the same as the effective date of ASU 2014-09 as amended by ASU 2015-14, for annual reporting periods beginning after December 15, 2017, including interim periods within those years (Q1 fiscal 2019 for AstroNova). The Company does not expect the adoption of this guidance to have a material impact on the Company’s consolidated financial statements.
Share-Based Compensation
In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public entities, ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods (Q1 fiscal 2018 for AstroNova) and early adoption is allowed. As permitted by ASU 2016-09, the Company adopted this guidance prospectively in fiscal 2017 and the adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.
Leases
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 supersedes current guidance related to accounting for leases and is intended to increase transparency and comparability among organizations by requiring lessees to recognize assets and liabilities in the balance sheet for operating leases with
 
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lease terms greater than twelve months. The update also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (Q1 fiscal 2020 for AstroNova), with early adoption permitted. At adoption, this update will be applied using a modified retrospective approach. The Company is currently evaluating the effect of this new guidance on the Company’s consolidated financial statements.
Inventory
In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330).” ASU 2015-11 requires inventory to be measured at the lower of cost and net realizable value instead of at lower of cost or market. This guidance does not apply to inventory that is measured using last-in, first out (LIFO) or the retail inventory method but applies to all other inventory, including inventory measured using first-in, first-out (FIFO) or the average cost method. ASU 2015-11 will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years (Q1 fiscal 2018 for AstroNova) and should be applied prospectively. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company does not believe the adoption of this guidance will have a material impact on the Company’s consolidated financial statements.
Note 2—Acquisition
On June 19, 2015, we completed the acquisition of the aerospace printer product line for civil and commercial aircraft from Rugged Information Technology Equipment Corporation (RITEC) under the terms of an Asset Purchase Agreement dated June 18, 2015. The products of RITEC consist of aerospace printers for use in commercial aircraft sold primarily to aircraft manufacturers, tier one contractors and directly to airlines around the world. Our aerospace printer product line is part of the Test & Measurement (T&M) product group and is reported as part of the T&M segment. The Company began shipment of the RITEC products in the third quarter of fiscal 2016.
The purchase price of the acquisition was $7.4 million which was funded using available cash and investment securities. The Company withheld $0.8 million of the purchase price in escrow for twelve months following the acquisition date to support the sellers’ indemnifications in the event of any breach in the representations, warranties or covenants of RITEC. The Company retained $0.1 million from the escrow, which was recorded as other income in the consolidated statement of income for the period ended January 31, 2017.
The assets acquired consist principally of accounts receivable and certain intangible assets. Acquisition related costs of approximately $0.1 million are included in the general and administrative expenses in the Company’s consolidated statements of income for fiscal year ended 2016. The acquisition was accounted for under the acquisition method in accordance with the guidance provided by FASB ASC 805, “Business Combinations.”
The Company also entered into a Transition Services Agreement, under which RITEC provided transition services and continued to manufacture products in the acquired product line until the Company transitioned the manufacturing to its West Warwick, Rhode Island facility. The TSA concluded in the third quarter of fiscal 2017 and AstroNova purchased the remaining inventory held by RITEC for $0.2 million.
Also as part of the Asset Purchase Agreement, the Company entered into a License Agreement, which grants RITEC certain rights to use the intellectual property acquired by the Company in the design, development, marketing, manufacture, sale and servicing of aerospace printers for aircraft sold to the military end-user market and printers sold to other non-aircraft market segments. RITEC will pay royalties equal to 7.5% of the revenue price on all products sold into the military end-user aircraft market during the first five years of the License Agreement. No royalty revenue was accrued in fiscal 2017.
 
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The purchase price of the acquisition has been allocated on the basis of the fair value as follows:

(In thousands)	  	 	 	
Accounts Receivable	  	$	50	 	
Identifiable Intangible Assets	  	 	3,780	 	
Goodwill	  	 	3,530	 	
	  	 	 	 	
Total Purchase Price	  	$	7,360	 	
	  	 	 	 	
The fair value of the intangible assets acquired was estimated by applying the income approach. This fair value measurement is based on significant inputs that are not observable in the market and therefore, represent a Level 3 measurement as defined in ASC 820, “Fair Value Measurement and Disclosure.” Key assumptions include (1) a weighted average cost of capital of 15.5%; (2) a range of earnings projections from $0.1-$0.7 million and (3) a range of contract renewal probability from 30%-100%.
Goodwill of $3.5 million, which is deductible for tax purposes, represents the excess of the purchase price over the estimated fair value assigned to the tangible and identifiable intangible assets acquired from RITEC. The carrying amount of the goodwill was allocated to the T&M segment of the Company.
The following table reflects the fair value of the acquired identifiable intangible assets and related estimated useful lives:

(In thousands)	  	Fair
Value	 	  	Useful Life
(Years)	 	
Customer Contract Relationships	  	$	2,830	 	  	 	10	 	
Non-Competition Agreement	  	 	950	 	  	 	5	 	
	  	 	 	 	  				
Total	  	$	3,780	 	  				
	  	 	 	 	  				
Assuming the acquisition of RITEC occurred on February 1, 2014, the impact on net revenue, net income and earnings per share would not have been material to the Company for the years ended January 31, 2017, 2016 and 2015.
Note 3—Intangible Assets
Intangible assets are as follows:

 	 	January 31, 2017	 	 	January 31, 2016	 	
(In thousands)	 	Gross
Carrying
Amount	 	 	Accumulated
Amortization	 	 	Net
Carrying
Amount	 	 	Gross
Carrying
Amount	 	 	Accumulated
Amortization	 	 	Net
Carrying
Amount	 	
Miltope:	 				 				 				 				 				 				
Customer Contract Relationships	 	$	3,100	 	 	$	(1,108	) 	 	$	1,992	 	 	$	3,100	 	 	$	(758	) 	 	$	2,342	 	
RITEC:	 				 				 				 				 				 				
Customer Contract Relationships	 	 	2,830	 	 	 	(207	) 	 	 	2,623	 	 	 	2,830	 	 	 	(31	) 	 	 	2,799	 	
Non-Competition Agreement	 	 	950	 	 	 	(301	) 	 	 	649	 	 	 	950	 	 	 	(111	) 	 	 	839	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Intangible assets, net	 	$	6,880	 	 	$	(1,616	) 	 	$	5,264	 	 	$	6,880	 	 	$	(900	) 	 	$	5,980	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
There were no impairments to intangible assets during the periods ended January 31, 2017, 2016 and 2015. Amortization expense of $0.7 million; $0.5 million and $0.7 million with regard to acquired intangibles has been included in the consolidated statements of income for years ended January 31, 2017, 2016 and 2015, respectively.
Estimated amortization expense for the next five years is as follows:

(In thousands)	  	2018	 	  	2019	 	  	2020	 	  	2021	 	  	2022	 	
Estimated amortization expense	  	$	774	 	  	$	769	 	  	$	803	 	  	$	706	 	  	$	633	 	
 
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Note 4—Securities Available for Sale
Pursuant to our investment policy, securities available for sale include state and municipal securities with various contractual or anticipated maturity dates ranging from one month to two years. These securities are carried at fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss), net of taxes in shareholders’ equity until realized. Realized gains and losses from the sale of available for sale securities, if any, are determined on a specific identification basis. A decline in the fair value of any available for sale security below cost that is determined to be other than temporary will result in a write-down of its carrying amount to fair value. No such impairment charges were recorded for any period presented. All short-term investment securities have original maturities greater than 90 days.
The fair value, amortized cost and gross unrealized gains and losses of the securities are as follows:

 	  	Amortized
Cost	 	  	Gross
Unrealized
Gains	 	  	Gross
Unrealized
Losses	 	  	Fair
Value	 	
(In thousands)	  	 	 	  	 	 	  	 	 	  	 	 	
January 31, 2017	  				  				  				  				
State and Municipal Obligations	  	$	6,732	 	  	$	—  	 	  	$	(9	) 	  	$	6,723	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
January 31, 2016	  				  				  				  				
State and Municipal Obligations	  	$	10,363	 	  	$	15	 	  	$	(2	) 	  	$	10,376	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
The contractual maturity dates of these securities are as follows:

 	  	January 31	 	
 	  	2017	 	  	2016	 	
(In thousands)	  	 	 	  	 	 	
Less than one year	  	$	3,563	 	  	$	3,833	 	
One to two years	  	 	3,160	 	  	 	6,543	 	
	  	 	 	 	  	 	 	 	
	  	$	6,723	 	  	$	10,376	 	
	  	 	 	 	  	 	 	 	
Actual maturities may differ from contractual dates as a result of revenue or earlier issuer redemptions.
Note 5—Inventories
The components of inventories are as follows:

 	  	January 31	 	
 	  	2017	 	  	2016	 	
(In thousands)	  	 	 	  	 	 	
Materials and Supplies	  	$	11,865	 	  	$	10,197	 	
Work-in-Progress	  	 	1,216	 	  	 	1,025	 	
Finished Goods	  	 	10,270	 	  	 	7,491	 	
	  	 	 	 	  	 	 	 	
	  	 	23,351	 	  	 	18,713	 	
Inventory Reserve	  	 	(3,845	) 	  	 	(3,823	) 	
	  	 	 	 	  	 	 	 	
Balance at January 31	  	$	19,506	 	  	$	14,890	 	
	  	 	 	 	  	 	 	 	
Finished goods inventory includes $1.6 million and $1.4 million of demonstration equipment at January 31, 2017 and 2016, respectively.
 
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Note 6—Accrued Expenses
Accrued expenses consisted of the following:

 	  	January 31	 	
 	  	2017	 	  	2016	 	
(In thousands)	  	 	 	  	 	 	
Professional Fees	  	$	584	 	  	$	328	 	
Warranty	  	 	515	 	  	 	400	 	
Product Replacement Cost Reserve	  	 	174	 	  	 	278	 	
Dealer Commissions	  	 	180	 	  	 	221	 	
Other	  	 	718	 	  	 	982	 	
	  	 	 	 	  	 	 	 	
	  	$	2,171	 	  	$	2,209	 	
	  	 	 	 	  	 	 	 	
Note 7—Line of Credit
At January 31, 2017 the Company had a $10.0 million revolving line of credit available to be used as needed for ongoing working capital requirements, business acquisitions or general corporate purposes. Any borrowings made under the line of credit would bear interest at a fluctuating variable rate of either (i) the Prime Rate plus an agreed upon margin of between 0% and 0.50%, based upon the consolidated leverage ratio (funded debt: EBITDA, as defined); or (ii) the Eurocurrency Rate (LIBOR) plus an agreed-upon margin of between 1.00% and 1.50%, based upon the consolidated leverage ratio. In addition, the agreement provides for two financial covenant requirements: Total Funded Debt to Adjusted EBITDA (as defined) of not greater than 3 to 1 and a Fixed Charge Coverage Ratio (as defined) of not less than 1.25 to 1, both measured at the end of each quarter on a rolling four quarter basis. As of January 31, 2017, there had been no borrowings against this line of credit and the Company was in compliance with its financial covenants. Under the terms, the line of credit would have expired on August 30, 2017. Subsequent to year-end, this $10.0 million revolving line of credit was terminated. As part of a new credit facility, the Company entered into a $10.0 million revolving credit facility with a different Lender. Refer to Note 20 for additional details.
Note 8—Sale of Property
In December of 2016, we sold our Slough UK real estate and related machinery, computers and equipment at that location. Proceeds from the sale amounted to $0.5 million (0.4 million in British Pounds) and a gain of $0.4 million was recognized in other income in the Company’s consolidated statement of income for the period ended January 31, 2017. Our UK branch is currently leasing property for its operations in Maidenhead, UK.
 
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Note 9—Accumulated Other Comprehensive Loss
The changes in the balance of accumulated other comprehensive loss by component are as follows:

(In thousands)	  	Foreign Currency
Translation
Adjustments	 	  	Unrealized Holding Gain (Loss)
on Available for
Sale Securities	 	  	Total	 	
Balance at January 31, 2014	  	$	152	 	  	$	24	 	  	$	176	 	
Other Comprehensive Loss	  	 	(866	) 	  	 	(9	) 	  	 	(875	) 	
Amounts Reclassified to Net Income	  	 	—  		  	 	—  		  	 	—  		
	  	 	 	 	
Net Other Comprehensive Loss	  	 	(866	) 	  	 	(9	) 	  	 	(875)	 	
	  	 	 	 	
Balance at January 31, 2015	  	 	(714	) 	  	 	15	 	  	 	(699	) 	
Other Comprehensive Loss	  	 	(269	) 	  	 	(7	) 	  	 	(276	) 	
Amounts Reclassified to Net Income	  	 	—  		  	 	—  		  	 	—  		
	  	 	 	 	
Net Other Comprehensive Loss	  	 	(269	) 	  	 	(7	) 	  	 	(276	) 	
	  	 	 	 	
Balance at January 31, 2016	  	$	(983	) 	  	$	8	 	  	$	(975	) 	
Other Comprehensive Loss	  	 	(65	) 	  	 	(16	) 	  	 	(81	) 	
Amounts Reclassified to Net Income	  	 	—  		  	 	—  		  	 	—  		
	  	 	 	 	
Net Other Comprehensive Loss	  	 	(65	) 	  	 	(16	) 	  	 	(81	) 	
	  	 	 	 	
Balance at January 31, 2017	  	$	(1,048	) 	  	$	(8	) 	  	$	(1,056	) 	
	  	 	 	 	
The amounts presented above in other comprehensive loss are net of taxes except for translation adjustments associated with our German subsidiary.
Note 10—Shareholders’ Equity
During fiscal 2017, 2016 and 2015, certain of the Company’s employees delivered a total of 51,531, 29,939 and 62,797 shares, respectively, of the Company’s common stock to satisfy the exercise price and related taxes for stock options exercised and restricted stock vesting. The shares delivered were valued at a total of $0.8 million, $0.4 million and $0.9 million, respectively, and are included in treasury stock in the accompanying consolidated balance sheets at January 31, 2017, 2016 and 2015. These transactions did not impact the number of shares authorized for repurchase under the Company’s current repurchase program.
During fiscal 2015, the Company repurchased 500,000 shares of the Company’s common stock from the Estate of Albert W. Ondis for an aggregate purchase price of $6.3 million. Prior to entering into the Stock Purchase Agreement, the Company obtained an opinion from an independent investment banking firm as to the fairness, from a financial point of view, to the public shareholders of the Company other than the selling shareholders, of the consideration paid by the Company in the transaction. The purchase was funded using existing cash on hand. This transaction did not impact the number of shares authorized for repurchase under the Company’s current repurchase program.
As of January 31, 2017, the Company’s Board of Directors has authorized the purchase of up to an additional 390,000 shares of the Company’s common stock on the open market or in privately negotiated transactions.
Note 11—Share-Based Compensation
The Company maintains the following share-based compensation plans:
Stock Plans:
We have two equity incentive plans – the 2007 Equity Incentive Plan (the “2007 Plan”) and the 2015 Equity Incentive Plan (the “2015 Plan”). Under these plans, the Company may grant incentive stock options,
 
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non-qualified stock options, stock appreciation rights, time or performance-based restricted stock units (RSUs), restricted stock awards (RSAs), and other stock-based awards to executives, key employees, directors and other eligible individuals. At January 31, 2017, 87,989 shares were available for grant under the 2007 Plan, of which 50,000 are reserved for stock options that the Company is obligated to issue to its CEO in fiscal 2018 pursuant to an Equity Incentive Award Agreement dated as of November 24, 2014 (the “CEO Equity Incentive Agreement”). The 2007 Plan will expire in May 2017. The 2015 Plan authorizes the issuance of up to 500,000 shares (subject to adjustment for stock dividends and stock splits), and at January 31, 2017, 151,987 shares were available for grant under the 2015 Plan. The 2015 Plan will expire in May 2025. Options granted to date to employees under both plans vest over four years and expire after ten years. The exercise price of each stock option is established at the discretion of the Compensation Committee; however, any incentive stock options granted under the 2007 Plan, and all options granted under the 2015 Plan, must be issued at an exercise price of not less than the fair market value of the Company’s common stock on the date of grant.
Under the plans, each non-employee director receives an automatic annual grant of ten-year options to purchase 5,000 shares of stock upon the adjournment of each annual shareholders meeting. Each such option is exercisable at the fair market value of the Company’s common stock as of the grant date, and vests immediately prior to the next succeeding annual shareholders’ meeting. Accordingly, on May 18, 2016, 30,000 options were issued to the non-employee directors.
In addition to the plans, the Company has a Non-Employee Director Annual Compensation Program (the “Program”). Prior to August 1, 2016, this program provided that each non-employee director was entitled to an annual cash retainer of $7,000 (the “Annual Cash Retainer”), plus $500 for each Board and committee meeting attended. In addition, the Chairman of the Board received an annual retainer of $6,000, and the Chairs of the Audit and Compensation Committees each received an annual retainer of $4,000 (“Chair Retainer”). The non-employee directors could elect, for any fiscal year, to receive all or a portion of the Annual Cash Retainer and/or Chair Retainer (collectively the “Cash Retainer”) in the form of common stock of the Company, which was issued under one of the Plans. If a non-employee director elected to receive all or a portion of the Cash Retainer in the form of common stock, such shares were issued in four quarterly installments on the first day of each fiscal quarter, and the number of shares of common stock issued was based on the fair market value of the Company’s common stock on the date such installment was payable. The common stock received in lieu of such Cash Retainer was fully vested upon issuance. However, a non-employee director who received common stock in lieu of all or a portion of the Cash Retainer could not sell, transfer, assign, pledge or otherwise encumber the common stock prior to the first anniversary of the date on which such shares were issued. In the event of the death or disability of a non-employee director, or a change in control of the Company, any shares of common stock issued in lieu of the Cash Retainer would no longer be subject to such restrictions on transfer. During fiscal 2017 and 2016, a total of 1,168 and 2,947 shares were awarded to non-employee directors in lieu of the Cash Retainer. In addition, under the Program, each non-employee director received RSAs with a value equal to $20,000 (the “Equity Retainer”) upon the adjournment of the annual shareholders’ meeting. The Equity Retainer vests on the earlier of 12 months after the grant date or the date immediately prior to the next annual meeting of the shareholders following the meeting at which such RSAs were granted. However, a non-employee director could not sell, transfer, assign, pledge or otherwise encumber the vested common stock prior to the second anniversary of the vesting date. In the event of the death or disability of a non-employee director, or a change in control of the Company, the RSAs would immediately vest and would no longer be subject to such restrictions on transfer. During the second quarter of fiscal 2017, 8,262 shares were awarded as the Equity Retainer to the non-employee directors.
Effective August 1, 2016, the Non-Employee Director Annual Compensation Program was amended. Under the amended Program, and commencing on the first business day of the third fiscal quarter of fiscal 2017, each non-employee director receives an automatic grant of RSAs on the first business day of each fiscal quarter. The number of whole shares to be granted each quarter is equal to 25% of the number calculated by dividing the director compensation amount by the fair market value of the Company’s stock on such day. The director annual compensation amount is $55,000 for the remainder of fiscal year 2017, $65,000 for fiscal 2018, and $75,000 for fiscal 2019. In addition, the Chairman of the Board receives RSAs with an aggregate value of $6,000, and the
 
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Chairs of the Audit and Compensation Committees each receive RSAs with an aggregate value of $4,000, also issued in quarterly installments and calculated in the same manner as the directors’ RSA grants. RSAs granted pursuant to the amended Program become fully vested on the first anniversary of the date of grant. A total of 11,379 shares were awarded to the non-employee directors as compensation under the amended Program in fiscal 2017.
In April 2013 (fiscal year 2014), the Company granted options and RSUs to officers (“2014 RSUs”). The 2014 RSUs vested as follows: twenty-five percent vested on the third anniversary of the grant date, fifty percent vested upon the Company achieving its cumulative budgeted net revenue target for fiscal years 2014 through 2016 (the “Measurement Period”), and twenty-five percent vested upon the Company achieving a target average annual ORONA (operating income return on net assets as calculated under the Domestic Management Bonus Plan) for the Measurement Period. The grantee may not sell, transfer or otherwise dispose of more than fifty percent of the common stock issued upon vesting of the 2014 RSUs until the first anniversary of the vesting date. In April 2016, 9,300 of the 2014 RSUs vested, as the Company achieved the targeted average annual ORONA, as defined in the plan, for the Measurement Period and another 9,300 vested as a result of the third year anniversary date of the grant. Additionally, on February 1, 2014, the Company accelerated the vesting of 4,166 of the 2014 RSUs held by Everett Pizzuti in connection with his retirement.
In March 2015 (fiscal year 2016), the Company granted 50,000 options and 537 RSAs to its CEO pursuant to the CEO Equity Incentive Agreement, and 35,000 options to other key employees. The options and RSAs vest in four equal annual installments commencing on the first anniversary of the grant date.
In May 2015 (fiscal year 2016), the Company granted an aggregate of 80,000 time-based and 155,000 performance-based RSUs (“2016 RSUs”) to certain officers of the Company. The time-based 2016 RSUs vest in four equal annual installments commencing on the first anniversary of the grant date. The performance-based 2016 RSUs vest over three years based upon the increase in revenue, if any, achieved each fiscal year relative to a three-year revenue increase goal. Performance-based 2016 RSUs that are earned based on organic revenue growth are fully vested when earned, while those earned based on revenue growth via acquisitions vest annually over a three-year period following the fiscal year in which the revenue growth occurs. Any performance-based 2016 RSUs that have not been earned at the end of the three-year performance period will be forfeited. The expense for such shares is recognized in the fiscal year in which the results are achieved, however, the shares are not fully earned until approved by the Compensation Committee in the first quarter of the following fiscal year. Based upon revenue in fiscal 2016, 15,810 of the performance based 2016 RSUs were earned in the first quarter of fiscal 2017 based on revenue in fiscal 2017, 9,025 of the performance based 2016 RSUs will be earned in the first quarter of 2018.
In March 2016 (fiscal year 2017), the Company granted 50,000 options and 4,030 RSAs to its CEO pursuant to the CEO Equity Incentive Agreement. The options and RSAs vest in four equal annual installments commencing on the first anniversary of the grant date.
In May 2016, the Company granted 37,000 options to certain key employees. On August 1, 2016 the Company granted 5,000 options to its Chief Financial Officer. The options vest in four equal installments commencing on the first anniversary of the grant date.
Share-Based Compensation:
Share-based compensation expense has been recognized as follows:

 	  	Years Ended January 31	 	
 	  	        2017        	 	  	        2016        	 	  	        2015    	 	
(In thousands)	  				  				  				
Stock Options	  	$	321	 	  	$	286	 	  	$	234	 	
Restricted Stock Awards and Restricted Stock Units	  	 	685	 	  	 	912	 	  	 	270	 	
Employee Stock Purchase Plan	  	 	13	 	  	 	11	 	  	 	7	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	$	1,019	 	  	$	1,209	 	  	$	511	 	

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Stock Options:
Aggregated information regarding stock options granted under the plans is summarized below:

 	  	Number
of Shares	 	 	Weighted-
Average
Exercise
Price Per
Share	 	
Options Outstanding, January 31, 2014	  	 	736,647	 	 	$	8.63	 	
Options Granted	  	 	158,600	 	 	$	13.99	 	
Options Exercised	  	 	(224,275	) 	 	$	8.29	 	
Options Forfeited	  	 	(8,975	) 	 	$	11.84	 	
Options Cancelled	  	 	(5,986	) 	 	$	8.70	 	
	  	 	 	 	 	 	 	 	
Options Outstanding, January 31, 2015	  	 	656,011	 	 	$	10.01	 	
Options Granted	  	 	115,000	 	 	$	13.95	 	
Options Exercised	  	 	(93,344	) 	 	$	7.95	 	
Options Forfeited	  	 	(5,550	) 	 	$	12.75	 	
Options Cancelled	  	 	(14,181	) 	 	$	8.82	 	
	  	 	 	 	 	 	 	 	
Options Outstanding, January 31, 2016	  	 	657,936	 	 	$	11.00	 	
Options Granted	  	 	122,000	 	 	$	14.82	 	
Options Exercised	  	 	(87,107	) 	 	$	8.73	 	
Options Forfeited	  	 	(4,250	) 	 	$	13.91	 	
Options Cancelled	  	 	(3,123	) 	 	$	8.95	 	
	  	 	 	 	 	 	 	 	
Options Outstanding, January 31, 2017	  	 	685,456	 	 	$	11.96	 	
	  	 	 	 	 	 	 	 	
Set forth below is a summary of options outstanding at January 31, 2017:

Outstanding	 	  	Exercisable	 	
Range of
Exercise prices	  	Number of
Shares	 	  	Weighted-
Average
Exercise Price	 	  	Weighted-
Average
Remaining
Contractual Life	 	  	Number of
Shares	 	  	Weighted-
Average
Exercise Price	 	  	Weighted
Average
Remaining
Contractual
Life	 	
$5.00-10.00	  	 	190,706	 	  	$	7.85	 	  	 	3.9	 	  	 	190,706	 	  	$	7.85	 	  	 	3.9	 	
$10.01-15.00	  	 	439,750	 	  	$	13.36	 	  	 	6.6	 	  	 	241,950	 	  	$	12.79	 	  	 	5.3	 	
$15.01-20.00	  	 	55,000	 	  	$	15.07	 	  	 	9.2	 	  	 	—  	 	  	$	—  	 	  	 	—  	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
	  	 	685,456	 	  	$	11.96	 	  	 	6.1	 	  	 	432,656	 	  	$	10.61	 	  	 	4.7	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
The fair value of each stock option granted was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions:

 	  	Years Ended January 31	
 	  	        2017        	  	        2016        	  	        2015        	
Risk-Free Interest Rate	  	1.4%	  	1.6%	  	1.6%	
Expected Life (years)	  	5	  	5	  	5	
Expected Volatility	  	28.3%	  	22.7%	  	26.5%	
Expected Dividend Yield	  	1.9%	  	2.0%	  	2.0%	
 
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The weighted-average estimated fair value of options granted during fiscal 2017, 2016 and 2015 was $3.22; $2.43 and $2.85, respectively. As of January 31, 2017, there was $0.5 million of unrecognized compensation expense related to the unvested stock options granted under the plans. This expense is expected to be recognized over a weighted-average period of 2.3 years.
As of January 31, 2017, the aggregate intrinsic value (the aggregate difference between the closing stock price of the Company’s common stock on January 31, 2017, and the exercise price of the outstanding options) that would have been received by the option holders if all options had been exercised was $1.4 million for all exercisable options and $1.5 million for all options outstanding. The total aggregate intrinsic value of options exercised during fiscal 2017, 2016 and 2015 was $0.6 million; $0.6 million and $1.1 million, respectively.
Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs):
Aggregated information regarding RSUs and RSAs granted under the Plan is summarized below:

 	  	RSAs & RSUs	 	  	Weighted-Average
Grant Date Fair Value	 	
Outstanding at January 31, 2014	  	 	106,496	 	  	$	9.12	 	
Granted	  	 	7,245	 	  	 	13.80	 	
Vested	  	 	(35,662	) 	  	 	8.75	 	
Forfeited	  	 	(5,834	) 	  	 	10.07	 	
	  	 	 	 	  	 	 	 	
Outstanding at January 31, 2015	  	 	72,245	 	  	$	9.70	 	
Granted	  	 	246,335	 	  	 	14.05	 	
Vested	  	 	(22,692	) 	  	 	14.02	 	
Forfeited	  	 	(2,800	) 	  	 	10.07	 	
	  	 	 	 	  	 	 	 	
Outstanding at January 31, 2016	  	 	293,088	 	  	$	13.02	 	
Granted	  	 	24,839	 	  	 	14.89	 	
Vested	  	 	(75,133	) 	  	 	12.05	 	
Forfeited	  	 	(28,926	) 	  	 	11.49	 	
	  	 	 	 	  	 	 	 	
Outstanding at January 31, 2017	  	 	213,868	 	  	$	13.78	 	
	  	 	 	 	  	 	 	 	
As of January 31, 2017, there was $0.9 million of unrecognized compensation expense related to unvested RSUs and RSAs. This expense is expected to be recognized over a weighted average period of 2.1 years.
Employee Stock Purchase Plan (ESPP):
AstroNova’s ESPP allows eligible employees to purchase shares of common stock at a 15% discount from fair market value on the date of purchase. A total of 247,500 shares were initially reserved for issuance under this plan. Summarized plan activity is as follows:

 	  	Years Ended January 31	 	
 	  	    2017    	 	  	    2016    	 	  	    2015    	 	
Shares Reserved, Beginning	  	 	51,600	 	  	 	57,005	 	  	 	60,242	 	
Shares Purchased	  	 	(6,376	) 	  	 	(5,405	) 	  	 	(3,237	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Shares Reserved, Ending	  	 	45,224	 	  	 	51,600	 	  	 	57,005	 	

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Note 12—Income Taxes
The components of income before income taxes are as follows:

 	  	January 31	 	
 	  	2017	 	  	2016	 	  	2015	 	
(In thousands)	  	 	 	  	 	 	  	 	 	
Domestic	  	$	4,026	 	  	$	5,982	 	  	$	5,401	 	
Foreign	  	 	2,579	 	  	 	927	 	  	 	1,531	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
	  	$	6,605	 	  	$	6,909	 	  	$	6,932	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
The components of the provision for income taxes are as follows:

 	  	January 31	 	
 	  	2017	 	 	2016	 	 	2015	 	
(In thousands)	  	 	 	 	 	 	 	 	 	
Current:	  				 				 				
Federal	  	$	1,269	 	 	$	1,930	 	 	$	1,666	 	
State	  	 	209	 	 	 	470	 	 	 	466	 	
Foreign	  	 	725	 	 	 	276	 	 	 	535	 	
	  	 	 	 	 	 	 	 	 	 	 	 	
	  	 	2,203	 	 	 	2,676	 	 	 	2,667	 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Deferred:	  				 				 				
Federal	  	$	150	 	 	$	(402	) 	 	$	(290	) 	
State	  	 	37	 	 	 	126	 	 	 	(107	) 	
Foreign	  	 	(13	) 	 	 	(16	) 	 	 	—  		
	  	 	 	 	 	 	 	 	 	 	 	 	
	  	 	174	 	 	 	(292	) 	 	 	(397	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
	  	$	2,377	 	 	$	2,384	 	 	$	2,270	 	
	  	 	 	 	 	 	 	 	 	 	 	 	
The Company’s effective tax rate for 2017 was 36.0% compared to 34.5% in 2016 and 32.7% in 2015. The increase from 2016 is primarily related to non-deductible transaction costs and increased unrecognized tax benefits. The increase in 2016 from 2015 is primarily related to the change in valuation allowance. The provision for income taxes differs from the amount computed by applying the United States federal statutory income tax rate of 34% to income before income taxes. The reasons for this difference were due to the following:

 	  	January 31	 	
 	  	2017	 	 	2016	 	 	2015	 	
(In thousands)	  	 	 	 	 	 	 	 	 	
Income Tax Provision at Statutory Rate	  	$	2,246	 	 	$	2,349	 	 	$	2,357	 	
Capitalized Transaction Costs	  	 	179	 	 	 	—  	 	 	 	—  	 	
Unrecognized Tax Benefits	  	 	165	 	 	 	(67	) 	 	 	23	 	
State Taxes, Net of Federal Tax Effect	  	 	162	 	 	 	277	 	 	 	233	 	
Domestic Production Deduction	  	 	(103	) 	 	 	(134	) 	 	 	(164	) 	
R&D Credits	  	 	(168	) 	 	 	(176	) 	 	 	(135	) 	
Other	  	 	(104	) 	 	 	135	 	 	 	(44	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
	  	$	2,377	 	 	$	2,384	 	 	$	2,270	 	

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The components of deferred income tax expense arise from various temporary differences and relate to items included in the statement of income. The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities are as follows:

 	  	January 31	 	
 	  	2017	 	 	2016	 	
(In thousands)	  	 	 	 	 	 	
Deferred Tax Assets:	  				 				
Inventory	  	$	2,151	 	 	$	1,948	 	
State R&D Credits	  	 	679	 	 	 	583	 	
Share-Based Compensation	  	 	546	 	 	 	830	 	
Foreign Tax Credit	  	 	508	 	 	 	426	 	
Compensation Accrual	  	 	281	 	 	 	346	 	
Unrecognized State Tax Benefits	  	 	241	 	 	 	237	 	
Warranty Reserve	  	 	192	 	 	 	149	 	
Deferred Service Contract Revenue	  	 	176	 	 	 	200	 	
Other	  	 	348	 	 	 	383	 	
	  	 	 	 	 	 	 	 	
	  	 	5,122	 	 	 	5,102	 	
Deferred Tax Liabilities:	  				 				
Accumulated Tax Depreciation in Excess of Book Depreciation	  	 	1,380	 	 	 	1,355	 	
Other	  	 	263	 	 	 	193	 	
	  	 	 	 	 	 	 	 	
	  	 	1,643	 	 	 	1,548	 	
	  	 	 	 	 	 	 	 	
Subtotal	  	 	3,479	 	 	 	3,554	 	
Valuation Allowance	  	 	(679	) 	 	 	(583	) 	
	  	 	 	 	 	 	 	 	
Net Deferred Tax Assets	  	$	2,800	 	 	$	2,971	 	
	  	 	 	 	 	 	 	 	
As of January 31, 2017 there are $0.5 million of foreign tax credit carryforwards which are expected to be utilized prior to their expiration. Carryforwards will expire during fiscal years 2024 to 2027.
The valuation allowance of $0.7 million at January 31, 2017 and $0.6 million at January 31, 2016 related to state research and development tax credit carryforwards which are expected to expire unused. The valuation allowance increased $0.1 million in 2017 and $0.3 million in 2016 due to the generation of research and development credits in excess of the Company’s ability to currently utilize credits, and the decision to fully reserve for the state tax benefits of all R&D tax credit carryforwards, net of federal benefit. The Company has reached this conclusion after considering the availability of taxable income in prior carryback years, tax planning strategies, and the likelihood of future taxable income exclusive of reversing temporary differences and carryforwards in the relevant state jurisdiction.
The Company believes that it is reasonably possible that some unrecognized tax benefits, accrued interest and penalties could decrease income tax expense in the next year due to either the review of previously filed tax returns or the expiration of certain statutes of limitation. The changes in the balances of unrecognized tax benefits, excluding interest and penalties are as follows:

 	  	2017	 	 	2016	 	 	2015	 	
(In thousands)	  	 	 	 	 	 	 	 	 	
Balance at February 1	  	$	591	 	 	$	707	 	 	$	715	 	
Increases in prior period tax positions	  	 	75	 	 	 	—  		 	 	—  		
Increases in current period tax positions	  	 	133	 	 	 	49	 	 	 	87	 	
Reductions related to lapse of statute of limitations	  	 	(91	) 	 	 	(165	) 	 	 	(95	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Balance at January 31	  	$	708	 	 	$	591	 	 	$	707	 	

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If the $0.7 million balance as of January 31, 2017 is recognized, $0.5 million would decrease the effective tax rate in the period in which each of the benefits is recognized and the remainder would be offset by a reversal of deferred tax assets.
During fiscal 2017, 2016 and 2015, the Company recognized an expense of $52,000, a benefit of $87,000 and an expense of $43,000, respectively, related to change in interest and penalties, which are included as a component of income tax expense in the accompanying statements of income. The Company has accrued potential interest and penalties of $0.4 million at the end of both January 31, 2017 and 2016.
The Company and its subsidiaries file income tax returns in U.S. federal jurisdictions, various state jurisdictions, and various foreign jurisdictions. The Company is no longer subject to U.S. federal tax examinations for fiscal years ended prior to January 2014.
U.S. income taxes have not been provided on $4.7 million of undistributed earnings of the Company’s German subsidiary since it is the Company’s intention to permanently reinvest such earnings offshore or to repatriate them only when it is tax efficient to do so. It is impracticable to estimate a total tax liability or benefit, if any, created by the future distribution of all or portions of these earnings due to complexities related to taxation and foreign tax credit benefits. If circumstances change and it becomes apparent that some, or all of these undistributed earnings as of January 31, 2017 will not be indefinitely reinvested, the provision for the tax consequence, if any, will be recorded in the period when circumstances change.
Note 13—Nature of Operations, Segment Reporting and Geographical Information
The Company’s operations consist of the design, development, manufacture and sale of specialty printers and data acquisition and analysis systems, including both hardware and software and related consumable supplies. The Company organizes and manages its business as a portfolio of products and services designed around a common theme of data acquisition and information output. The Company has two reporting segments consistent with its revenue product groups: Product Identification and Test & Measurement (T&M).
The Product Identification segment produces an array of tabletop, high-technology digital color and monochrome label printers, labeling software and consumables for a variety of commercial industries worldwide. T&M produces data recording equipment used worldwide for a variety of recording, monitoring and troubleshooting applications for many industries including aerospace, automotive, defense, rail, energy, industrial and general manufacturing.
Business is conducted in the United States and through foreign affiliates in Canada, Europe, China Southeast Asia and Mexico. Manufacturing activities are primarily conducted in the United States. Revenue and service activities outside the United States are conducted through wholly-owned entities and, to a lesser extent, through authorized distributors and agents. Transfer prices are intended to produce gross profit margins as would be associated with an arms-length transaction.
On June 19, 2015, AstroNova completed the asset purchase of the aerospace printer product line from RITEC. AstroNova’s aerospace printer product line is part of the T&M product group and is reported as part of the T&M segment. The Company began shipment of the RITEC products in the third quarter of fiscal 2016. Refer to Note 2, “Acquisition,” for further details.
The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies herein. The Company evaluates segment performance based on the segment profit before corporate and financial administration expenses.
 
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Summarized below are the Revenue and Segment Operating Profit (both in dollars and as a percentage of Revenue) for each reporting segment:

($ in thousands)	 	Revenue	 	 	Segment Operating Profit	 	 	Segment Operating Profit %
of Revenue	 	
 	 	2017	 	 	2016	 	 	2015	 	 	    2017    	 	 	    2016    	 	 	    2015    	 	 	2017	 	 	2016	 	 	2015	 	
Product Identification	 	$	69,862	 	 	$	67,127	 	 	$	59,779	 	 	$	9,821	 	 	$	9,300	 	 	$	7,259	 	 	 	14.1%	 	 	 	13.9%	 	 	 	12.1%	 	
T&M	 	 	28,586	 	 	 	27,531	 	 	 	28,568	 	 	 	4,399	 	 	 	3,664	 	 	 	5,627	 	 	 	15.4%	 	 	 	13.3%	 	 	 	19.7%	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	98,448	 	 	$	94,658	 	 	$	88,347	 	 	 	14,220	 	 	 	12,964	 	 	 	12,886	 	 	 	14.4%	 	 	 	13.7%	 	 	 	14.6%	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 				 				 				 	 	 	 	 	 	 	 	 	 	 	 	
Corporate Expenses	 				 				 				 	 	7,939	 	 	 	7,030	 	 	 	5,655	 	 				 				 				
	 				 				 				 	 	 	 	 	 	 	 	 	 	 	 	 				 				 				
Operating Income	 				 				 				 	 	6,281	 	 	 	5,934	 	 	 	7,231	 	 				 				 				
Other Income (Expense)	 				 				 				 	 	324	 	 	 	975	 	 	 	(299)	 	 				 				 				
	 				 				 				 	 	 	 	 	 	 	 	 	 	 	 	 				 				 				
Income before Income Taxes	 				 				 				 	 	6,605	 	 	 	6,909	 	 	 	6,932	 	 				 				 				
Income Tax Provision	 				 				 				 	 	2,377	 	 	 	2,384	 	 	 	2,270	 	 				 				 				
	 				 				 				 	 	 	 	 	 	 	 	 	 	 	 	 				 				 				
Net Income	 				 				 				 	$	4,228	 	 	$	4,525	 	 	$	4,662	 	 				 				 				
	 				 				 				 	 	 	 	 	 	 	 	 	 	 	 	 				 				 				
No customer accounted for greater than 10% of net revenue in fiscal 2017, 2016 and 2015.
Other information by segment is presented below:

(In thousands)	  	Assets	 	
 	  	2017	 	  	2016	 	
Product Identification	  	$	30,624	 	  	$	27,143	 	
T&M	  	 	28,129	 	  	 	28,570	 	
Corporate*	  	 	24,912	 	  	 	22,250	 	
	  	 	 	 	  	 	 	 	
Total	  	$	83,665	 	  	$	77,963	 	

*	Corporate assets consist principally of cash, cash equivalents and securities available for sale . 	

(In thousands)	  	Depreciation and
Amortization	 	  	Capital Expenditures	 	
 	  	2017	 	  	2016	 	  	2015	 	  	2017	 	  	2016	 	  	2015	 	
Product Identification	  	$	885	 	  	$	690	 	  	$	678	 	  	$	767	 	  	$	2,284	 	  	$	1,408	 	
T&M	  	 	1,546	 	  	 	1,375	 	  	 	1,385	 	  	 	471	 	  	 	777	 	  	 	839	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	$	2,431	 	  	$	2,065	 	  	$	2,063	 	  	$	1,238	 	  	$	3,061	 	  	$	2,247	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Geographical Data
Presented below is selected financial information by geographic area:

(In thousands)	  	Revenue	 	  	Long-Lived Assets*	 	
 	  	2017	 	  	2016	 	  	2015	 	  	2017	 	  	2016	 	
United States	  	$	69,850	 	  	$	68,316	 	  	$	61,494	 	  	$	8,940	 	  	$	9,310	 	
Europe	  	 	18,848	 	  	 	16,830	 	  	 	18,181	 	  	 	168	 	  	 	290	 	
Canada	  	 	5,008	 	  	 	4,487	 	  	 	3,934	 	  	 	172	 	  	 	207	 	
Central and South America	  	 	3,053	 	  	 	2,436	 	  	 	1,919	 	  	 	0	 	  	 	—  		
Asia	  	 	1,664	 	  	 	1,741	 	  	 	1,408	 	  	 	0	 	  	 	—  		
Other	  	 	25	 	  	 	848	 	  	 	1,411	 	  	 	0	 	  	 	—  		
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	$	98,448	 	  	$	94,658	 	  	$	88,347	 	  	$	9,280	 	  	$	9,807	 	

*	Long-lived assets excludes goodwill assigned to the T&M segment of $4.5 million at both January 31, 2017 and 2016.	
 
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Note 14—Employee Benefit Plans
Employee Stock Ownership Plan (ESOP):
AstroNova has an ESOP providing retirement benefits to all eligible employees. Annual contributions in amounts determined by the Company’s Board of Directors are invested by the ESOP’s Trustees in shares of common stock of AstroNova. Contributions may be in cash or stock. The Company did not make a contribution to the ESOP in fiscal 2017 or 2016. The Company’s contribution of $0.1 million in fiscal 2015 was recorded as compensation expense. All shares owned by the ESOP have been allocated to participants. On January 23, 2017, the Compensation Committee of the Board of Directors has voted to terminate the ESOP.
Profit-Sharing Plan:
AstroNova sponsors a Profit-Sharing Plan (the “Plan”) which provides retirement benefits to all eligible domestic employees. The Plan allows participants to defer a portion of their cash compensation and contribute such deferral to the Plan through payroll deductions. The Company makes matching contributions up to specified levels. The deferrals are made within the limits prescribed by Section 401(k) of the Internal Revenue Code.
All contributions are deposited into trust funds. It is the policy of the Company to fund any contributions accrued. The Company’s annual contribution amounts are determined by the Board of Directors. Contributions paid or accrued amounted to $0.5 million in fiscal 2017 and $0.3 million in both 2016 and 2015.
Note 15—Product Warranty Liability
AstroNova offers a manufacturer’s warranty for the majority of its hardware products. The specific terms and conditions of warranty vary depending upon the products sold and country in which the Company does business. For products sold in the United States, the Company provides a basic limited warranty, including parts and labor. The Company estimates the warranty costs based on historical claims experience and records a liability in the amount of such estimates at the time product revenue is recognized. The Company regularly assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Activity in the product warranty liability, which is included in other accrued expenses in the accompanying consolidated balance sheet, is as follows:

 	  	January 31	 	
 	  	2017	 	 	2016	 	 	2015	 	
(In thousands)	  	 	 	 	 	 	 	 	 	
Balance, beginning of the year	  	$	400	 	 	$	375	 	 	$	355	 	
Provision for Warranty Expense	  	 	971	 	 	 	887	 	 	 	546	 	
Cost of Warranty Repairs	  	 	(856	) 	 	 	(862	) 	 	 	(526	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Balance, end of the year	  	$	515	 	 	$	400	 	 	$	375	 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Note 16—Product Replacement Costs
In April 2013, tests conducted by the Company revealed that one of its suppliers had been using a non-conforming material in certain models of AstroNova’s Test & Measurement printers. No malfunctions have been reported by customers as a result of the non-conforming material.
Upon identifying this issue, we immediately suspended production of the printers, notified all customers and contacted the supplier who confirmed the problem. We are continuing to work with our customers to replace the non-conforming material on existing printers with conforming material. The estimated costs associated with the replacement program were $0.7 million, which was based upon the number of printers shipped during the period the non-conforming material was used. Those costs were recognized and recorded in the first quarter of fiscal
 
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2014. As of January 31, 2017, the Company had expended $0.4 million in replacement costs which have been charged against this reserve and has adjusted the reserve amount to reflect the estimate of remaining cost associated with the replacement program. The remaining reserve amount of $0.2 million is included in other accrued expenses in the accompanying consolidated balance sheet as of January 31, 2017.
Since the supplier deviated from the agreed upon specifications for the power supply while providing certificates of conformance to the original specifications, AstroNova received a $0.5 million settlement from the supplier in January 2014 for recovery of the costs and expense associated with this issue. In addition to this cash settlement, the Company received lower product prices from the supplier through the first quarter of fiscal 2017.
Note 17—Concentration of Risk
Credit is generally extended on an uncollateralized basis to almost all customers after review of credit worthiness. Concentration of credit and geographic risk with respect to accounts receivable is limited due to the large number and general dispersion of accounts which constitute the Company’s customer base. The Company periodically performs on-going credit evaluations of its customers. The Company has not historically experienced significant credit losses on collection of its accounts receivable.
Excess cash is invested principally in investment grade government and state municipal securities. The Company has established guidelines relative to diversification and maturities that maintain safety of principal, liquidity and yield. These guidelines are periodically reviewed and modified to reflect changes in market conditions. The Company has not historically experienced any significant losses on its cash equivalents or investments.
During the years ended January 31, 2017, 2016 and 2015, one vendor accounted for 33.2%, 23.7% and 21.9% of purchases, and 42.7%, 16.7% and 55.1% of accounts payable, respectively.
Note 18—Commitments and Contingencies
Contractual Obligations
The following table summarizes our contractual obligations:

(In thousands)	  	Total	 	  	2018	 	  	2019	 	  	2020	 	  	2021	 	  	2022
and
Thereafter	 	
Purchase Commitments*	  	$	19,271	 	  	$	17,848	 	  	$	—  	 	  	$	1,352	 	  	$	—  	 	  	$	71		
Operating Lease Obligations	  	 	706	 	  	 	371	 	  	 	214	 	  	 	101	 	  	 	20	 	  	 	—  		
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
	  	$	19,977	 	  	$	18,219	 	  	$	214	 	  	$	1,453	 	  	$	20	 	  	$	71		

*Purchase	commitments consist primarily of inventory and equipment purchase orders made in the ordinary course of business.	
The Company is also subject to contingencies, including legal proceedings and claims arising in the normal course of business that cover a wide range of matters including, among others, contract and employment claims; workers compensation claims; product liability; warranty and modification; and adjustment or replacement of component parts of units sold.
Direct costs associated with the estimated resolution of contingencies are accrued at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, the Company believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated financial position or results of operations. It is possible, however, that future results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of the Company’s control.
 
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Note 19—Fair Value Measurements
We measure our financial assets at fair value on a recurring basis in accordance with the guidance provided in ASC 820, “Fair Value Measurement and Disclosures,” which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In addition, ASC 820 establishes a three-tiered hierarchy for inputs used in management’s determination of fair value of financial instruments that emphasizes the use of observable inputs over the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect management’s belief about the assumptions market participants would use in pricing a financial instrument based on the best information available in the circumstances.
The fair value hierarchy is summarized as follows:
 
 	•	 	Level 1—Quoted prices in active markets for identical assets or liabilities;	
 
 	•	 	Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and	
 
 	•	 	Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities	
Cash and cash equivalents, accounts receivable, accounts payable, accrued compensation and other expenses and income tax payable are reflected in the consolidated balance sheet at carrying value, which approximates fair value due to the short term nature of the these instruments.
Assets measured at fair value on a recurring basis are summarized below:

January 31, 2017	  	Level 1	 	  	Level 2	 	  	Level 3	 	  	Total	 	
(In thousands) 	  	 	 	  	 	 	  	 	 	  	 	 	
Money market funds (included in cash and cash equivalents)	  	$	2	 	  	$	–  		  	$	–  		  	$	2	 	
State and municipal obligations (included in securities available for sale)	  	 	–  		  	 	6,723	 	  	 	–  		  	 	6,723	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	$	2	 	  	$	6,723	 	  	$	–  		  	$	6,725	 	

January 31, 2016	  	Level 1	 	  	Level 2	 	  	Level 3	 	  	Total	 	
(In thousands) 	  	 	 	  	 	 	  	 	 	  	 	 	
Money market funds (included in cash and cash equivalents)	  	$	4,340	 	  	$	–  		  	$	–  		  	$	4,340	 	
State and municipal obligations (included in securities available for sale)	  	 	–  		  	 	10,376	 	  	 	–  		  	 	10,376	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	$	4,340	 	  	$	10,376	 	  	$	–  		  	$	14,716	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
For our money market funds and state and municipal obligations, we utilize the market approach to measure fair value. The market approach is based on using quoted market prices for similar assets.
Non-financial assets such as goodwill, intangible assets, and property, plant and equipment are required to be measured at fair value only when an impairment loss is recognized. The Company did not record an impairment loss related to these assets during the periods ended January 31, 2017, 2016 or 2015.
Note 20—Subsequent Event
On February 1, 2017, our wholly-owned Danish subsidiary, ANI ApS, completed the acquisition of the issued and outstanding equity interests of TrojanLabel ApS, a Danish private limited liability company, pursuant to the terms of a Share Purchase Agreement, dated January 7, 2017, by and among the ANI ApS,
 
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Holdingselskabet af 20. marts 2014 ApS (“Holding”), a Danish private limited liability company and Li Wei Chong, an individual (Holding, together with Li Wei Chong, the “Sellers”). Based in Copenhagen, Denmark, TrojanLabel ApS is a manufacturer of products including digital color label presses and specialty printing systems for a broad range of end markets. Upon the consummation of the acquisition, TrojanLabel ApS became an indirect wholly-owned subsidiary of AstroNova.
The purchase price of this acquisition was DKK 62.9 million (approximately $9.1 million), of which DKK 6.4 million (approximately $0.9 million) was placed in escrow to secure certain post-closing working capital adjustments and indemnification obligations of the Sellers. The Sellers may be entitled to additional contingent consideration if 80% of specified earnings targets are achieved by Trojanlabel ApS during the seven years following the closing, subject to certain closing working capital adjustments and potential offsets to satisfy the Sellers’ indemnification obligations. The contingent consideration consists of potential earn-out payments to the Sellers of between DKK 32.5 million (approximately $5 million) if 80% of the specified earnings targets are achieved, DKK 40.6 million (approximately $5.8 million) if 100% of the specified earnings targets are achieved, and a maximum of DKK 48.7 million (approximately $7 million) if 120% of the specified earnings targets are achieved. Transaction costs related to this acquisition of $0.6 million are included in the general and administrative expenses in the consolidated statement of income for the period ended January 31, 2017. The Company is currently in the process of completing the purchase accounting allocations and does not expect this transaction to have a material impact on the consolidated financial statements.
On February 28, 2017, ANI ApS, entered into a Credit Agreement with Bank of America, N.A. (the “Lender”), ANI ApS, and Trojanlabel ApS. The Company also entered into a related Security and Pledge Agreement with the Lender. The Credit Agreement provides for a term loan to AstroNova in the amount of $9.2 million. The Credit Agreement also provides for a $10.0 million revolving credit facility available to the Company for general corporate purposes. Revolving credit loans may be borrowed, at the Company’s option, in U.S. Dollars or, subject to certain conditions, Euros, British Pounds, Canadian Dollars or Danish Krone. No amount was drawn under the revolving credit facility as of the filing of this Annual Report on 10-K.
In connection with the Credit Agreement, AstroNova entered into certain hedging arrangements with the Lender to manage the variable interest rate risk and currency risk associated with its payments in respect of the term loan. Under these arrangements, payments of principal and interest in respect of approximately $8.9 million of the principal of the term loan will be made in Danish Krone, and interest on such principal amount will be payable at a fixed rate of 0.67% per annum for the entire term, subject only to potential increases of 0.25% or 0.50% per annum based on the Company’s consolidated leverage ratio. The obligations of ANI ApS under these arrangements are guaranteed by the Company.
In connection with the entry into the Credit Agreement on February 28, 2017, the Company’s existing Credit Agreement, dated as of September 5, 2014, among the Company, as borrower, and Wells Fargo Bank was terminated. No loans or other amounts were outstanding or owed under the existing Credit Agreement with Wells Fargo Bank at the time of termination.
 
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SUPPLEMENTARY DATA
Quarterly Financial Information (Unaudited)

   	 	2017	 	 	   	 	2016	 	 	   	 	
(In thousands, except per share data)	 	Q1	 	 	Q2	 	 	Q3	 	 	Q4	 	 	   	 	Q1	 	 	Q2	 	 	Q3	 	 	Q4	 	 	   	 	
Revenue	 	$	24,110	 	 	$	25,339	 	 	$	23,342	 	 	$	25,657	 	 	 	 	$	22,206	 	 	$	23,938	 	 	$	24,753	 	 	$	23,761	 	 				
Cost of Goods Sold	 	 	14,637	 	 	 	15,034	 	 	 	13,701	 	 	 	15,586	 	 	 	 	 	13,176	 	 	 	14,092	 	 	 	14,601	 	 	 	14,631	 	 				
Gross Profit	 	 	9,473	 	 	 	10,305	 	 	 	9,641	 	 	 	10,071	 	 	 	 	 	9,030	 	 	 	9,846	 	 	 	10,152	 	 	 	9,130	 	 				
	 	 	39.3	% 	 	 	40.7	% 	 	 	41.3	% 	 	 	39.3	% 	 	 	 	 	40.7	% 	 	 	41.1	% 	 	 	41.0	% 	 	 	38.4	% 	 				
Operating Expenses:	 				 				 				 				 	 	 				 				 				 				 				
Selling & Marketing	 	$	4,831	 	 	$	4,777	 	 	$	4,578	 	 	$	4,770	 	 	 	 	$	4,329	 	 	$	4,664	 	 	$	4,563	 	 	$	4,694	 	 				
Research & Development	 	 	1,444	 	 	 	1,755	 	 	 	1,338	 	 	 	1,776	 	 	 	 	 	1,796	 	 	 	1,565	 	 	 	1,839	 	 	 	1,745	 	 				
General & Administrative	 	 	1,651	 	 	 	2,025	 	 	 	1,891	 	 	 	2,373	 	 	 	 	 	1,457	 	 	 	1,783	 	 	 	1,891	 	 	 	1,898	 	 	 	 	 	
Total Operating Expenses	 	 	7,926	 	 	 	8,557	 	 	 	7,807	 	 	 	8,919	 	 	 	 	 	7,582	 	 	 	8,012	 	 	 	8,293	 	 	 	8,337	 	 	 	 	 	
Operating Income	 	 	1,547	 	 	 	1,748	 	 	 	1,834	 	 	 	1,152	 	 	 	 	 	1,448	 	 	 	1,834	 	 	 	1,859	 	 	 	793	 	 				
	 	 	6.4	% 	 	 	6.9	% 	 	 	7.9	% 	 	 	4.5	% 	 	 	 	 	6.5	% 	 	 	7.7	% 	 	 	7.5	% 	 	 	3.3	% 	 				
Other Income (Expense), Net	 	 	(52	) 	 	 	40	 	 	 	(60	) 	 	 	396	 	 	 	 	 	234	 	 	 	21	 	 	 	333	 	 	 	387	 	 				
Income Before Taxes	 	 	1,495	 	 	 	1,788	 	 	 	1,774	 	 	 	1,548	 	 	 	 	 	1,682	 	 	 	1,855	 	 	 	2,192	 	 	 	1,180	 	 				
Income Tax Provision	 	 	476	 	 	 	496	 	 	 	623	 	 	 	782	 	 	 	 	 	471	 	 	 	687	 	 	 	873	 	 	 	352	 	 	 	 	 	
Net income	 	$	1,019	 	 	$	1,292	 	 	$	1,151	 	 	$	766	 	 	 	 	$	1,211	 	 	$	1,168	 	 	$	1,319	 	 	$	828	 	 	 	 	 	
Net Income per Common Share—Basic	 	$	0.14	 	 	$	0.17	 	 	$	0.15	 	 	$	0.10	 	 	 	 	$	0.17	 	 	$	0.16	 	 	$	0.18	 	 	$	0.11	 	 	 	 	 	
Weighted Average Number of Common Shares—Basic	 	 	7,358	 	 	 	7,418	 	 	 	7,444	 	 	 	7,463	 	 	 	 	 	7,280	 	 	 	7,278	 	 	 	7,295	 	 	 	7,320	 	 	 	 	 	
Net Income per Common Share—Diluted	 	$	0.14	 	 	$	0.17	 	 	$	0.15	 	 	$	0.10	 	 	 	 	$	0.16	 	 	$	0.16	 	 	$	0.18	 	 	$	0.11	 	 	 	 	 	
Weighted Average Number of Common Shares—Diluted	 	 	7,524	 	 	 	7,587	 	 	 	7,594	 	 	 	7,586	 	 	 	 	 	7,454	 	 	 	7,569	 	 	 	7,466	 	 	 	7,494	 	 	 	 	 	
Annual totals may not agree to the summation of quarterly information due to insignificant rounding and the required calculation conventions.
 
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ASTRONOVA, INC.
 SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

Description	  	Balance at
Beginning
of Year	 	  	Provision/
(Benefit)
Charged to
Operations	 	 	Deductions(2)	 	 	Balance
at End
of Year	 	
Allowance for Doubtful Accounts(1):	  				  				 				 				
(In thousands)	  	 	 	  	 	 	 	 	 	 	 	 	
Year Ended January 31,	  				  				 				 				
2017	  	$	404	 	  	$	(80	) 	 	$	(58	) 	 	$	266	 	
2016	  	$	343	 	  	$	112	 	 	$	(51	) 	 	$	404	 	
2015	  	$	370	 	  	$	60	 	 	$	(87	) 	 	$	343	 	

(1)	The allowance for doubtful accounts has been netted against accounts receivable in the balance sheets as of the respective balance sheet dates.	
(2)	Uncollectible accounts written off, net of recoveries. Also includes foreign exchange adjustment.	
 
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Exhibit 2.1
Execution Version
SHARE PURCHASE AGREEMENT
by and among
ANI APS
and
THE SELLERS
and
THE SELLERS’ REPRESENTATIVE
dated as of
January 7, 2017

TABLE OF CONTENTS

ARTICLE I DEFINITIONS	  	 	6	 	
Section 1.01	  	Certain Matters of Construction	  	 	16	 	
		
ARTICLE II PURCHASE AND SALE	  	 	17	 	
Section 2.01	  	Purchase and Sale	  	 	17	 	
Section 2.02	  	Purchase Price	  	 	17	 	
Section 2.03	  	Transactions to be Effected at the Closing	  	 	17	 	
Section 2.04	  	Closing Cash Purchase Price Adjustment	  	 	18	 	
Section 2.05	  	Sellers’ Representative	  	 	21	 	
Section 2.06	  	Closing	  	 	22	 	
Section 2.07	  	Withholding Rights	  	 	22	 	
Section 2.08	  	Earnout Amounts	  	 	23	 	
Section 2.09	  	Earnout Determination	  	 	25	 	
Section 2.10	  	Determination of Earnout Value	  	 	26	 	
Section 2.11	  	Giving Effect to Accounts Receivable Warranty.	  	 	27	 	
		
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER	  	 	27	 	
Section 3.01	  	Organization and Authority of Sellers	  	 	28	 	
Section 3.02	  	Organization, Authority and Qualification of the Company	  	 	28	 	
Section 3.03	  	Capitalization	  	 	28	 	
Section 3.04	  	No Subsidiaries	  	 	29	 	
Section 3.05	  	No Conflicts; Consents	  	 	29	 	
Section 3.06	  	Financial Statements	  	 	29	 	
Section 3.07	  	Undisclosed Liabilities	  	 	29	 	
Section 3.08	  	Absence of Certain Changes, Events and Conditions	  	 	30	 	
Section 3.09	  	Material Contracts	  	 	32	 	
Section 3.10	  	Title to Assets; Real Property	  	 	33	 	
Section 3.11	  	Condition and Sufficiency of Assets	  	 	34	 	
Section 3.12	  	Purpose, Design and Function of Products	  	 	35	 	
Section 3.13	  	Intellectual Property	  	 	35	 	
Section 3.14	  	Inventory	  	 	36	 	
Section 3.15	  	Accounts Receivable	  	 	36	 	
Section 3.16	  	Customers and Suppliers	  	 	37	 	
Section 3.17	  	Warranties	  	 	37	 	
Section 3.18	  	Transactions with Affiliates	  	 	37	 	
Section 3.19	  	Insurance	  	 	37	 	
Section 3.20	  	Legal Proceedings; Governmental Orders	  	 	38	 	
Section 3.21	  	Compliance With Laws; Permits	  	 	38	 	
Section 3.22	  	Foreign Corrupt Practices; Sanctions; Export Controls	  	 	39	 	
Section 3.23	  	Environmental Matters	  	 	40	 	
Section 3.24	  	Employee Benefit Matters	  	 	41	 	
Section 3.25	  	Employment Matters	  	 	42	 	
Section 3.26	  	Taxes	  	 	43	 	
Section 3.27	  	Books and Records	  	 	46	 	
 
2

							
Section 3.28	  	Brokers	  	 	46	 	
Section 3.29	  	Full Disclosure	  	 	46	 	
		
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER	  	 	46	 	
Section 4.01	  	Organization and Authority of Buyer	  	 	46	 	
Section 4.02	  	No Conflicts; Consents	  	 	47	 	
Section 4.03	  	Investment Purpose	  	 	47	 	
Section 4.04	  	Brokers	  	 	47	 	
Section 4.05	  	Legal Proceedings	  	 	47	 	
		
ARTICLE V COVENANTS	  	 	47	 	
Section 5.01	  	Conduct of Business Prior to the Closing	  	 	47	 	
Section 5.02	  	Access to Information	  	 	48	 	
Section 5.03	  	No Solicitation of Other Bids	  	 	48	 	
Section 5.04	  	Notice of Certain Events	  	 	49	 	
Section 5.05	  	Resignations	  	 	50	 	
Section 5.06	  	Confidentiality	  	 	50	 	
Section 5.07	  	Securities Law Compliance	  	 	50	 	
Section 5.08	  	Non-competition; Non-solicitation	  	 	51	 	
Section 5.09	  	Release; Covenant Not to Sue	  	 	52	 	
Section 5.10	  	Non-disparagement	  	 	53	 	
Section 5.11	  	Governmental Approvals and Consents	  	 	53	 	
Section 5.12	  	Books and Records	  	 	55	 	
Section 5.13	  	Closing Conditions	  	 	55	 	
Section 5.14	  	Public Announcements	  	 	56	 	
Section 5.15	  	Further Assurances	  	 	56	 	
		
ARTICLE VI TAX MATTERS	  	 	56	 	
Section 6.01	  	Tax Covenants	  	 	56	 	
Section 6.02	  	Termination of Existing Tax Sharing Agreements	  	 	56	 	
Section 6.03	  	Tax Indemnification	  	 	56	 	
Section 6.04	  	Cooperation and Exchange of Information	  	 	57	 	
Section 6.05	  	Tax Treatment of Indemnification Payments	  	 	57	 	
Section 6.06	  	Survival	  	 	57	 	
Section 6.07	  	Overlap	  	 	57	 	
		
ARTICLE VII CONDITIONS TO CLOSING	  	 	57	 	
Section 7.01	  	Conditions to Obligations of All Parties	  	 	57	 	
Section 7.02	  	Conditions to Obligations of Buyer	  	 	58	 	
Section 7.03	  	Conditions to Obligations of Sellers	  	 	61	 	
		
ARTICLE VIII INDEMNIFICATION	  	 	62	 	
Section 8.01	  	Survival	  	 	62	 	
Section 8.02	  	Indemnification By Sellers	  	 	63	 	
Section 8.03	  	Indemnification By Buyer	  	 	63	 	
Section 8.04	  	Certain Limitations	  	 	64	 	
Section 8.05	  	Indemnification Procedures	  	 	65	 	
Section 8.06	  	Payments	  	 	67	 	
 
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Section 8.07	  	Tax Treatment of Indemnification Payments	  	 	67	 	
Section 8.08	  	Effect of Investigation	  	 	67	 	
Section 8.09	  	Distribution of Escrow Amount	  	 	67	 	
		
ARTICLE IX TERMINATION	  	 	68	 	
Section 9.01	  	Termination	  	 	68	 	
Section 9.02	  	Effect of Termination	  	 	68	 	
		
ARTICLE X MISCELLANEOUS	  	 	68	 	
Section 10.01	  	Expenses	  	 	68	 	
Section 10.02	  	Notices	  	 	69	 	
Section 10.03	  	Interpretation	  	 	70	 	
Section 10.04	  	Headings	  	 	70	 	
Section 10.05	  	Severability	  	 	70	 	
Section 10.06	  	Entire Agreement	  	 	70	 	
Section 10.07	  	Successors and Assigns	  	 	70	 	
Section 10.08	  	No Third-party Beneficiaries	  	 	71	 	
Section 10.09	  	Amendment and Modification; Waiver	  	 	71	 	
Section 10.10	  	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	  	 	71	 	
Section 10.11	  	Specific Performance	  	 	72	 	
Section 10.12	  	Set-Off Right	  	 	72	 	
Section 10.13	  	Cumulative Remedies	  	 	72	 	
Section 10.14	  	Counterparts	  	 	72	 	
 
4

EXHIBITS AND SCHEDULES

Exhibit A	  	—  	  	Escrow Agreement	
			
Exhibit B-1	  	—  	  	Mikkel Wichmann Jorgensen Employment Agreement	
			
Exhibit B-2	  	—  	  	Thomas Jensen Employment Agreement	
			
Exhibit B-3	  	—  	  	Kristian Vang Jorgensen Employment Agreement	
			
Exhibit C	  	—  	  	Form of Consulting Agreement	
			
Schedule A	  	—  	  	Seller Shares	
			
Schedule 6.02	  	—  	  	Schedule of Termination of Joint Taxation	
			
Disclosure Schedule	  	—  	  	Exceptions to Representations and Warranties	

SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (this “ Agreement ”), is made as of January 7, 2017, by and among ANI ApS, a Danish private limited liability company (“ Buyer ”), Trojan Holding ApS, a Danish private limited liability company (“ Holding ”), as a Seller and as the Sellers’ Representative, and Li Wei Chong, an individual residing in the People’s Republic of China (“ Chong ”; Holding and Chong each a “ Seller ” and together the “ Sellers ”).
RECITALS
Sellers own all of the issued and outstanding equity interests (the “ Shares ”), of Trojanlabel ApS, a Danish private limited liability company (the “ Company” );
Sellers wish to sell to Buyer, and Buyer wishes to purchase from Sellers, the Shares, subject to the terms and conditions set forth herein;
The board of directors of the Company and the board of directors of Holding have each (a) approved and adopted this Agreement and the transactions contemplated hereby, including the sale of the Shares and (b) recommended that the Sellers approve this Agreement and authorize and approve each of the transactions contemplated hereby, including the sale of the Shares;
Concurrently with the execution and delivery of this Agreement, the Sellers will deliver to Buyer a duly executed written consent of the Sellers sufficient to approve this Agreement and authorize and approve each of the transactions contemplated hereby, including the sale of the Shares in accordance with the Company’s articles of association and applicable Danish law; and
Concurrently with the execution of this Agreement, and as a condition and inducement to the Buyer’s willingness to enter into this Agreement, certain executive employees and consultants of the Company are executing and delivering employment agreements or consulting agreements, as applicable, all of which include, among other provisions, certain noncompetition restrictions, the effectiveness of which are contingent upon the Closing.
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
The following terms have the meanings specified or referred to in this Article I:
“ 2017 EBIT ” has the meaning set forth in Section 2.08(a)(i).
“2018 EBIT ” has the meaning set forth in Section 2.08(b)(i).
“2019 EBIT ” has the meaning set forth in Section 2.08(c)(i).
“2020 EBIT ” has the meaning set forth in Section 2.08(d)(i).
“2021 EBIT ” has the meaning set forth in Section 2.08(e)(i).

“2022 EBIT ” has the meaning set forth in Section 2.08(f)(i).
“2023 EBIT ” has the meaning set forth in Section 2.08(g)(i).
“ Acquisition Proposal ” has the meaning set forth in Section 5.03(a).
“ Action ” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.
“ Affiliate ” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
“ Agreed Deferred Tax Liabilities ” means deferred tax liabilities incurred prior to the Closing determined in accordance with Danish GAAP in an amount not to exceed DKK 1,423,963.
“ Agreed Interest Rate” means the rate of 12% per annum, calculated daily on the basis of a 365-day year and the actual number of days elapsed, without compounding.
“ Agreed Payables ” means the amount of holiday payables, social cost, and tax on wages at the time of the Closing and determined in accordance with Danish GAAP in an aggregate amount not to exceed DKK 700,000.
“ Agreement ” has the meaning set forth in the preamble.
“ Audited Financial Statements ” has the meaning set forth in Section 3.06.
“ Balance Sheet ” has the meaning set forth in Section 3.06.
“ Balance Sheet Date ” has the meaning set forth in Section 3.06.
“ Basket ” has the meaning set forth in Section 8.04(a)
“ Benefit Plan ” has the meaning set forth in Section 3.24(a).
“ Business ” means the current business of the Company comprising the production and sale of the TrojanOne, TrojanTwo and TrojanThree digital-label printing press products, and future enhancements thereto, by TrojanLabel ApS.
“ Business Day ” means any day except Saturday, Sunday or any other day on which commercial banks located in Boston, Massachusetts (U.S.A), or Copenhagen (Denmark) are authorized or required by Law to be closed for business.
“ Buyer ” has the meaning set forth in the preamble.
“ Buyer Indemnitees ” has the meaning set forth in Section 8.02.
 
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“ Buyer’s Accountants ” means PricewaterhouseCoopers LLP.
“ Chong ” has the meaning set forth in the preamble.
“ Closing ” has the meaning set forth in Section 2.06.
“ Closing Adjustment ” has the meaning set forth in Section 2.04(a)(ii).
“ Closing Cash Purchase Price ” means an amount equal to (a) DKK 63,600,000, minus (b) Deducted Liabilities, minus (c) the Escrow Amount.
“ Closing Date ” has the meaning set forth in Section 2.06.
“ Closing Working Capital ” means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Business Day immediately preceding the Closing Date.
“ Closing Working Capital Statement ” has the meaning set forth in Section 2.04(b)(i).
“ Code ” means the Internal Revenue Code of 1986, as amended.
“ Collected Receivables ” has the meaning set forth in Section 2.11(d).
“ Company ” has the meaning set forth in the recitals.
“ Company Intellectual Property ” means all Intellectual Property that is owned or held for use by the Company.
“ Company IP Agreements ” means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.
“ Company IP Registrations ” means all Company Intellectual Property that is subject to any issuance registration, application or other filing by, to or with any Governmental Authority or authorized private registrar in any jurisdiction, including registered trademarks, domain names and copyrights, issued and reissued patents and pending applications for any of the foregoing.
“ Contracts ” means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.
“ Current Assets ” means all cash and cash equivalents, total accounts receivable and inventory, determined in accordance with Danish GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Letter of Understanding dated November 3, 2016.
 
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“ Current Liabilities ” means accounts payable, trade payables, liabilities for taxes (other than Agreed Deferred Tax Liabilities) and accrued expenses of the Company, determined in accordance with Danish GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Letter of Understanding dated November 3, 2016.
“ Danish GAAP ” means Generally Accepted Accounting Principles as applied in the Kingdom of Denmark.
“Deducted Liabilities” means all Liabilities of the Company as of the time of the Closing, including, without limitation, deferred taxes, contingent Liabilities, Liabilities not created in the ordinary course of business, Liabilities which involve the possibility of litigation or damages, or Liabilities which have been in existence more than 60 days; provided, however , that Deducted Liabilities shall not include Agreed Deferred Tax Liabilities or Current Liabilities reflected in the Estimated Working Capital Statement, including Agreed Payables.
“ Direct Claim ” has the meaning set forth in Section 8.05(b).
“ Disclosure Schedules ” means the Disclosure Schedules delivered by Seller and Buyer concurrently with the execution and delivery of this Agreement.
“ Disputed Amounts ” has the meaning set forth in Section 2.04(c)(iii).
“ Domino Equipment Purchase Receivable ” has the meaning set forth in Section 7.02(kk).
“ DKK ” means Danish Kroner (the Danish currency).
“ Earnout Amount ” has the meaning set forth in Section 2.08.
“ Earnout Calculation ” has the meaning set forth in Section 2.09(a).
“ Earnout Calculation Delivery Date ” has the meaning set forth in Section 2.09(a).
“ Earnout Calculation Objection Notice ” has the meaning set forth in Section 2.09(b).
“ Earnout Calculation Statement ” has the meaning set forth in Section 2.09(a).
“ Earnout Due Date ” has the meaning set forth in Section 2.09(d).
“ Earnout Review Period ” has the meaning set forth in Section 2.09(b).
“ Earnout Valuation Schedule ” has the meaning set forth in Section 2.10.
“ EBIT ” means the earnings of the Business before interest and taxes calculated in accordance with Danish GAAP as applied by the Buyer in its financial statements.
“ EBIT Year ” means the twelve-month period beginning on February 1 of the stated year.
 
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“ EBIT Year 2017 ” means the twelve-month period beginning on February 1, 2017 and ending on January 31, 2018.
“ EBIT Year 2018 ” means the twelve-month period beginning on February 1, 2018 and ending on January 31, 2019.
“ EBIT Year 2019 ” means the twelve-month period beginning on February 1, 2019 and ending on January 31, 2020.
“ EBIT Year 2020 ” means the twelve-month period beginning on February 1, 2020 and ending on January 31, 2021.
“ EBIT Year 2021 ” means the twelve-month period beginning on February 1, 2021 and ending on January 31, 2022.
“ EBIT Year 2022 ” means the twelve-month period beginning on February 1, 2022 and ending on January 31, 2023.
“ EBIT Year 2023 ” means the twelve-month period beginning on February 1, 2023 and ending on January 31, 2024.
“Employment Agreements ” has the meaning set forth in Section 7.02(t).
“ Encumbrance ” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.
“ Environmental Claim ” means any Action, Governmental Order, lien, fine, penalty, or, as to each, any settlement or judgment arising therefrom, by or from any Person alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from: (a) the presence, Release of, or exposure to, any Hazardous Materials; or (b) any actual or alleged non-compliance with any Environmental Law or term or condition of any Environmental Permit.
“ Environmental Law ” means any applicable Law, and any Governmental Order or binding agreement with any Governmental Authority: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials.
“ Environmental Notice ” means any written directive, notice of violation or infraction, or notice respecting any actual or potential Environmental Claim relating to actual or alleged non-compliance with any Environmental Law or any term or condition of any Environmental Permit.
 
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“ Environmental Permit ” means any Permit, letter, clearance, consent, waiver, closure, exemption, decision or other action required under or issued, granted, given, authorized by or made pursuant to Environmental Law.
“ Escrow Agent ” means Bank of America.
“Escrow Agreement ” means the Escrow Agreement among the Escrow Agent, the Buyer and the Sellers’ Representative substantially in the form of Exhibit A hereof, with such changes as the Escrow Agent, the Buyer and the Sellers’ Representative may reasonably agree to.
“ Escrow Amount ” means DKK 6,360,000.
“ Escrow Release Date ” has the meaning set forth in Section 8.09.
“ Estimated Closing Working Capital ” has the meaning set forth in Section 2.04(a)(i).
“ Estimated Closing Working Capital Statement ” has the meaning set forth in Section 2.04(a)(i).
“ FCPA ” has the meaning set forth in Section 3.22(a).
“ Financial Statements ” has the meaning set forth in Section 3.06.
“ Government Contracts ” has the meaning set forth in Section 3.09(a)(viii).
“ Governmental Authority ” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority having the force of Law, or any arbitrator, court or tribunal of competent jurisdiction, including all taxing authorities.
“ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.
“ Hazardous Materials ” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, and polychlorinated biphenyls.
“ Holding ” has the meaning set forth in the preamble.
“ Indemnified Party ” has the meaning set forth in Section 8.05.
“ Indemnifying Party ” has the meaning set forth in Section 8.05.
“ Independent Accountant ” has the meaning set forth in Section 2.04(c)(iii).
 
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“ Insurance Policies ” has the meaning set forth in Section 3.19.
“ Intellectual Property ” means all intellectual property and proprietary rights and assets of every kind and nature throughout the world (and the entire right, title and interest therein and thereto), whether registered or unregistered, including any and all: (a) trademarks, service marks, trade names, service names, brands, logos, trade dress, design rights and other similar designations of source, sponsorship, association or origin, together with the goodwill connected with the use of and symbolized by any of the foregoing; (b) internet domain names, whether or not trademarks, registered by any authorized private registrar or Governmental Authority, web addresses, web pages, websites and related content, accounts with Twitter, Facebook and other social media companies and the content found thereon and related thereto, and URLs; (c) works of authorship, expressions and designs, whether or not copyrightable or registrable, including copyrights, author, performer, moral and neighboring rights; (d) inventions, improvements, discoveries, processes, formulae, techniques, trade secrets, business and technical information, know-how, data, databases, data collections, hardware, technology, customer and supplier lists, pricing and cost information, business and marketing plans and proposals, documentation, manuals, and other confidential or proprietary information; (e) patents (including all reissues, divisionals, provisionals, continuations, continuations-in-part, re-examinations, renewals, substitutions and extensions thereof), patent applications, and other patent rights and any other Governmental Authority-issued indicia of invention ownership (including inventor’s certificates, petty patents and patent utility models); (f) Software; (g) rights of privacy and publicity; (h) semiconductor chips and mask works; (i) all registrations, applications and renewals for any of the foregoing; and (j) all rights to any Actions of any nature related to the foregoing, whether accruing before, on or after the date hereof, including all rights to and claims for damages, restitution and injunctive relief for past, present or future infringement, dilution, misappropriation, violation, misuse, breach or default, with the right but no obligation to sue for such legal and equitable relief, and to collect, or otherwise recover, any such damages.
“ Interim Balance Sheet ” has the meaning set forth in Section 3.06.
“ Interim Balance Sheet Date ” has the meaning set forth in Section 3.06.
“ Interim Financial Statements ” has the meaning set forth in Section 3.06.
“ Knowledge of Seller or Seller’s Knowledge ” or any other similar knowledge qualification, means the actual or constructive knowledge, after reasonable inquiry, of Chong, Mikkel Wichmann Jørgensen, Poul Christian Arnold Jørgensen, Kristian Vang Jørgensen, Thomas Jensen, and Steen Bischoff Leerberg, after due inquiry.
“ Law ” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, Governmental Order, other requirement or rule of law of any Governmental Authority.
“ Liabilities ” has the meaning set forth in Section 3.07.
“ Losses ” means losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided, however, that “ Losses ” shall not include punitive damages, except in the case of fraud or to the extent actually awarded to a Governmental Authority or other third party.
 
12

“ Material Adverse Effect ” means any event, occurrence, fact, condition, development, effect or change that, individually or in the aggregate, has had, or could reasonably be expected to have, a material adverse effect on (a) the business, operations, results of operations, prospects condition (financial or otherwise), assets (including intangible assets), liabilities, employee, customer or supplier relations of the Company, including any event, change, development or effect that has had, or could reasonably be expected to have or result in, individually or in the aggregate (i) a material negative impact on the consolidated annualized EBIT of the Company, (ii) a material negative impact on the consolidated annualized revenue of the Company, (iii) a material decrease in consolidated assets or a material increase in consolidated liabilities of the Company, (b) the ability of either Seller to consummate the transactions contemplated hereby on a timely basis, or (c) the ability of Company to conduct its operations after the Closing in substantially the same manner as such business is currently conducted and proposed to be conducted.
“ Material Contracts ” has the meaning set forth in Section 3.09(a).
“ Material Customers ” has the meaning set forth in Section 3.16(a).
“ Material Suppliers ” has the meaning set forth in Section 3.16(b).
“ Negative Closing Adjustment Portion” has the meaning set forth in Section 2.04(a)(ii).
“ Outside Date ” means February 15, 2017
“ Permits ” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.
“ Permitted Encumbrances ” has the meaning set forth in Section 3.10(a).
“ Person ” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.
“ Positive Closing Adjustment Portion” has the meaning set forth in Section 2.04(a)(ii).
“ Post-Closing Adjustment ” has the meaning set forth in Section 2.04(a)(ii).
“ Post-Closing Tax Period ” means any taxable period beginning after the Closing Date.
“ Post-Closing Taxes ” means Taxes of the Company for any Post-Closing Tax Period.
“ Pre-Closing Tax Period ” means any taxable period ending on or before the Closing Date.
“ Pre-Closing Taxes ” means Taxes of the Company for any Pre-Closing Tax Period.
“ Pro Rata Share ” means, with respect to each Seller, a fraction (i) the numerator of which is the aggregate number of Shares held by such Seller immediately prior to the Closing, and (ii) the denominator of which is the total number of Shares issued and outstanding immediately prior to the Closing, as set forth on Schedule A hereto under the title “Pro Rata Share”.
 
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“ Purchase Price ” has the meaning set forth in Section 2.02.
“Real Property ” means the real property owned, leased or subleased by the Company, together with all buildings, structures and facilities located thereon.
“ Receivables Measurement Date ” has the meaning set forth in Section 2.11(a).
“ Receivables Notice ” has the meaning set forth in Section 2.11(a).
“ Release ” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without limitation, ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or fixture).
“ Released Claims ” has the meaning set forth in Section 5.09.
“ Released Parties ” has the meaning set forth in Section 5.09.
“ Releasors ” has the meaning set forth in Section 5.09.
“ Representative ” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.
“ Resolution Period ” has the meaning set forth in Section 2.04(c)(ii).
“ Restricted Business ” means the business of developing, manufacturing, selling and/or servicing digital-label; press printers; provided, however the term “Restricted Business” shall not include the manufacturing of products by Li Gong Industry Co. Ltd. for sale to or by the Company or the activities of Guangzhou TrojanJet Label Equipment Ltd. as a distributor for the Company.
“ Restricted Period ” has the meaning set forth in Section 5.08(a).
“ Sanctions ” has the meaning set forth in Section 3.22(b).
“ Seller ” and “ Sellers ” has the meaning set forth in the preamble.
“ Seller Indemnitees ” has the meaning set forth in Section 8.03.
“ Sellers’ Representative ” has the meaning set forth in Section 2.05.
“ Sellers’ Accountant ” means RIR Revision.
“ Sellers Working Capital Payment ” has the meaning set forth in Section 2.04(b)(ii).
“ Shares ” has the meaning set forth in the recitals.
“ Statement of Objections ” has the meaning set forth in Section 2.04(c)(ii).
 
14

“ Target Working Capital ” means an amount equal to DKK 5,300,000.
“ Tax ” or “ Taxes ” (a) any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions, levies, customs, tariffs, fees and liabilities of the same or similar nature, including gross receipts, income, profits, net worth, capital stock, capital gain, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, alternative minimum, estimated, stamp, registration, license, excise, export, natural resources, severance, environmental, premium, windfall profit, customs, duties, real property, and personal property taxes as well as public imposts, fees and social security charges (including health, unemployment, disability, workers’ compensation and pension insurance), together with all interest, penalties and additions imposed with respect to such amounts or such interest, penalties, or additions, (b) any liability for any amounts of the type described in clauses (a), (c) and (d) hereof of a predecessor entity, (c) any liability for the payment of any amounts of the type described in clauses (a), (b) or (d) hereof as a result of being a member of an affiliated, consolidated, combined or unitary group for any period (including any arrangement for group or consortium Tax relief or similar arrangement) and (d) any liability for the payment of any amounts of the type described in clauses (a), (b) or (c) hereof as a result of any express or implied obligation to indemnify any other person or as a result of any obligation under any agreement or arrangement to make any payment determined by reference to the Tax liability of a third party.
“ Tax Return ” means any return, declaration, report, estimate claim for refund, or information return or statement relating to, or required to be filed in connection with, any Taxes, including any election, declaration, schedule or attachment thereto, and including any amendment or supplement thereof (and including information returns, affiliated, combined, consolidated or unitary returns for any group of entities or reports with respect to backup withholding and other payments to third parties).
“ Territory ” means Asia, Europe, the Middle East, Africa and the Americas.
“ Third Party Claim ” has the meaning set forth in Section 8.05(a).
“ Total Uncollected Receivables ” has the meaning set forth in Section 2.11(c).
“ Transaction Documents ” means this Agreement, the Escrow Agreement, and the Employment Agreements.
“ Uncollected Receivables ” has the meaning set forth in Section 2.11(a)
“ Undisputed Amounts ” has the meaning set forth in Section 2.04(c)(iii).
“ Union ” has the meaning set forth in Section 3.25(c).
“ USD” or “$ ” means the lawful currency of the United States.
“ U.S. GAAP ” means generally accepted accounting principles in effect in the United States from time to time.
“ Working Capital Review Period ” has the meaning set forth in Section 2.04(c)(i).
“ Working Capital Surplus ” has the meaning set forth in Section 2.04(b)(ii).
 
15

“ Year 1 Earnout Amount ” has the meaning set forth in Section 2.08(a)(i).
“ Year 1 Earnout Target ” has the meaning set forth in Section 2.08(a)(i).
“ Year 1 EBIT Target ” has the meaning set forth in Section 2.08(a)(i).
“ Year 2 Earnout Amount ” has the meaning set forth in Section 2.08(b)(i).
“ Year 2 Earnout Target ” has the meaning set forth in Section 2.08(b)(i).
“ Year 2 EBIT Target ” has the meaning set forth in Section 2.08(b)(i).
“ Year 3 Earnout Amount ” has the meaning set forth in Section 2.08(c)(i).
“ Year 3 Earnout Target ” has the meaning set forth in Section 2.08(c)(i).
“ Year 3 EBIT Target ” has the meaning set forth in Section 2.08(c)(i).
“ Year 4 Earnout Amount ” has the meaning set forth in Section 2.08(d)(i).
“ Year 4 Earnout Target ” has the meaning set forth in Section 2.08(d)(i).
“ Year 4 EBIT Target ” has the meaning set forth in Section 2.08(d)(i).
“ Year 5 Earnout Amount ” has the meaning set forth in Section 2.08(e)(i).
“ Year 5 Earnout Target ” has the meaning set forth in Section 2.08(e)(i).
“ Year 5 EBIT Target ” has the meaning set forth in Section 2.08(e)(i).
“ Year 6 Earnout Amount ” has the meaning set forth in Section 2.08(f)(i).
“ Year 6 Earnout Target ” has the meaning set forth in Section 2.08(f)(i).
“ Year 6 EBIT Target ” has the meaning set forth in Section 2.08(f)(i).
“ Year 7 Earnout Amount ” has the meaning set forth in Section 2.08(g)(i).
“ Year 7 Earnout Target ” has the meaning set forth in Section 2.08(g)(i).
“ Year 7 EBIT Target ” has the meaning set forth in Section 2.08(g)(i).
Section  1.01 Certain Matters of Construction . A reference to an Article, Section, Exhibit or Schedule shall mean an Article of, a Section in, or Exhibit or Schedule to, this Agreement unless otherwise expressly stated. The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement which shall be considered as a whole. The words “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” Except as otherwise specifically provided herein, the word “material,” when used in reference to any party’s representations, warranties or covenants, means material in relation to such party. All cash amounts set forth in this Agreement are in Danish Kroner (DKK) unless otherwise specified.
 
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ARTICLE II
PURCHASE AND SALE
Section  2.01 Purchase and Sale . Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell, and Buyer shall purchase from each Seller, the Shares listed opposite the name of such Seller on Schedule A hereto under the title “Shares”, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Section  2.02 Purchase Price. The aggregate purchase price (the “ Purchase Price ”) for the Shares shall consist of:
(a) the Closing Cash Purchase Price, subject to adjustment as provided in Section 2.04, plus
(b) the Escrow Amount (to the extent such funds become distributable pursuant to the terms of this Agreement and the Escrow Agreement)
(c) the Year 1 Earnout Amount, if any, as calculated and set forth in Section 2.08 and Section 2.09, plus
(d) the Year 2 Earnout Amount, if any, as calculated and set forth in Section 2.08 and Section 2.09, plus
(e) the Year 3 Earnout Amount, if any, as calculated and set forth in Section 2.08 and Section 2.09, plus
(f) the Year 4 Earnout Amount, if any, as calculated and set forth in Section 2.08 and Section 2.09, plus
(g) the Year 5 Earnout Amount, if any, as calculated and set forth in Section 2.08 and Section 2.09, plus
(h) the Year 6 Earnout Amount, if any, as calculated and set forth in Section 2.08 and Section 2.09, plus
(i) the Year 7 Earnout Amount, if any, as calculated and set forth in Section 2.08 and Section 2.09.
Section 2.03 Transactions to be Effected at the Closing.
(a) At the Closing, Buyer shall:
(i) deliver to each Seller such Seller’s Pro Rata Share of the Closing Cash Purchase Price, subject to any Closing Adjustment pursuant to Section 2.04(a), by wire transfer of immediately available funds to the account of each Seller designated in writing by Sellers to Buyer no later than five Business Days prior to the Closing Date; and
 
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(ii) deliver the Escrow Amount to the Escrow Agent for deposit in the escrow account established pursuant to the terms and conditions of the Escrow Agreement.
(iii) deliver the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement.
(b) At the Closing, Sellers shall deliver, or caused to be delivered, to Buyer:
(i) the Company’s register of shareholders with the Buyer duly registered as the owner of the Shares, free and clear of all Encumbrances;
(ii) the Company’s minute book including minutes of general meetings, minutes of the board of directors and audit minutes; and
(iii) all technical information, documentation and specifications related to each of the Company’s products delivered in electronic format;
(iv) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by each Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement.
Section  2.04 Closing Cash Purchase Price Adjustment .
(a) Closing Adjustment.
(i) At least three Business Days before the Closing, Sellers shall prepare and deliver to Buyer a statement setting forth their good faith estimate of Closing Working Capital (the “ Estimated Closing Working Capital ”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “ Estimated Closing Working Capital Statement ”), and a certificate of the Chief Executive Officer of the Company that the Estimated Closing Working Capital Statement was prepared in accordance with Danish GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Target Working Capital in the Letter of Understanding dated November 3, 2016 for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end.
(ii) The “ Closing Adjustment ” shall be an amount equal to the Estimated Closing Working Capital minus the Target Working Capital. If the Closing Adjustment is a positive number, fifty percent (50%) of such amount (the “ Positive Closing Adjustment Portion ”) shall be added to the calculation of each of the Year 1 Earnout Target and the Year 2 Earnout Target as set forth in Section 2.08. If the Closing
 
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Adjustment is a negative number, fifty percent (50%) of such amount (the “ Negative Closing Adjustment Portion ”) shall be subtracted from the calculation of each of the Year 1 Earnout Target and the Year 2 Earnout Target as set forth in Section 2.08.
(b) Post-Closing Adjustment.
(i) Within 90 days after the Closing Date, Buyer shall prepare and deliver to the Sellers’ Representative a statement setting forth its calculation of Closing Working Capital, which statement shall contain an audited balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “ Closing Working Capital Statement ”) and a certificate executed by an executive officer of Buyer (solely in his or her capacity of such) that the Closing Working Capital Statement was prepared in accordance with accounting principles consistent with those applied in the preparation of the Letter of Understanding dated November 3, 2016.
(ii) The post-closing adjustment shall be an amount equal to the Closing Working Capital minus the Estimated Closing Working Capital (the “ Post-Closing Adjustment ”). The Escrow Agreement shall provide that if the Post-Closing Adjustment is a negative number then the Escrow Agent shall promptly, but in any event on or prior to the 5th Business Day following the receipt of written instructions to the Escrow Agent from the Buyer, release the amount of such Post-Closing Adjustment from the escrow account to the Buyer in immediately available funds and the remaining Escrow Amount, if any, shall be reduced by the amount of such Post-Closing Adjustment; provided, however , that any such Post-Closing Adjustment may, in the Buyer’s sole discretion, be set off against any Earnout Amounts earned pursuant to Section 2.08. If the Post-Closing Adjustment is a positive amount (any such positive amount, the “ Working Capital Surplus ”), then the Buyer shall pay directly to each Seller an amount equal to such Seller’s Pro Rata Share of the Working Capital Surplus (the “ Sellers’ Working Capital Payment ”).
(c) Examination and Review.
(i) Examination. After receipt of the Closing Working Capital Statement, the Sellers’ Representative shall have 30 days (the “ Working Capital Review Period ”) to review the Closing Working Capital Statement. During the Working Capital Review Period, the Sellers’ Representative and Sellers’ Accountants shall have full access to the books and records of the Company, the personnel of, and work papers prepared by, Buyer and/or Buyer’s Accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (if in Buyer’s possession) relating to the Closing Working Capital Statement as Sellers may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be granted after reasonable notice to the Buyer or the Company, in a manner that does not interfere with the normal business operations of Buyer or the Company, and shall not include access to trade secrets.
 
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(ii) Objection. During or on the last day of the Working Capital Review Period, the Sellers’ Representative may object to the Closing Working Capital Statement by delivering to Buyer a written notice of objection signed by the Sellers’ Representative setting forth Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “ Statement of Objections ”). If the Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Working Capital Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellers. If the Sellers’ Representative delivers the Statement of Objections before the expiration of the Working Capital Review Period, Buyer and the Seller’s Representative shall negotiate in good faith to resolve such objections within 15 days after the delivery of the Statement of Objections (the “ Resolution Period ”), and, if the such objections are resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and the Sellers’ Representative, shall be final and binding.
(iii) Resolution of Disputes. If the Sellers’ Representative and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“ Disputed Amounts ”) shall be submitted for resolution to FSR Danish Auditors, who shall appoint an independent accountant (the “ Independent Accountant ”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Post-Closing Adjustment, as the case may be, and the Closing Working Capital Statement. The Independent Accountant shall decide only the specific items under dispute by the Sellers’ Representative and Buyer and the Independent Accountant’s decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Statement of Objections, respectively.
(iv) Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Seller, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Sellers or Buyer, respectively, bears to the aggregate amount actually contested by the Sellers’ Representative and Buyer.
(v) Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable, but in any event within 45 days (or such other time as the Sellers’ Representative and Buyer shall agree in writing) after its engagement, and its resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the Parties.
(vi) Payments of Post-Closing Adjustment. Except as otherwise provided herein, any payment of a Post-Closing Adjustment to Buyer or Sellers (as applicable) to be made in cash (DKK) (i.e., any Post-Closing Adjustment that cannot be addressed solely by a release of a portion of the Escrow Amount or a reduction of an Earnout Amount), together with interest calculated as set forth below, shall be due (A) within five
 
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Business Days after acceptance of the applicable Closing Working Capital Statement or (B) if there are Disputed Amounts, then within five Business Days after the resolution described in clause (v) above. All payments to be made pursuant to this clause (vi) shall be made by wire transfer of immediately available funds to such account as is directed by Buyer or Sellers (as applicable). In the event the Post-Closing Adjustment is not paid within 180 days following the Closing Date, the amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date but excluding the date of payment at the Agreed Interest Rate.
(d) Adjustments for Tax Purposes. Any payments made pursuant to Section 2.04 shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Law.
Section  2.05 Sellers’ Representative. In order to efficiently administer the defense and/or settlement of any disputes regarding the Post-Closing Adjustment pursuant to Section 2.04, any disputes regarding the Earnout Calculations pursuant to Section 2.09, any disputes regarding the Earnout Valuation Schedule pursuant to Section 2.10, any claims for which the Sellers may be required to indemnify any Indemnified Party pursuant to Article 8 hereof and to agree to any amendments, modifications or waivers pursuant to Section 10.09, the Sellers hereby agree as follows:
(a) Each Seller hereby designates and appoints Holding (which, by execution of this Agreement, hereby accepts such appointment) as his, her or its representative (the “ Sellers’ Representative ”) and as the sole agent and attorney-in-fact for and on behalf of such Seller, with full power of substitution and resubstitution, and authorizes the Sellers’ Representative to (i) execute and deliver on behalf of the Sellers any amendment, consent or waiver under this Agreement and any other Transaction Documents, (ii) take all action necessary or appropriate in connection with (A) any disputes regarding the Closing Working Capital Statement pursuant to Section 2.04 and (B) the defense and/or settlement of any claims for which the Sellers may be required to indemnify any Indemnified Party pursuant to Article 8 hereof, (iii) give and receive all notices required to be given by or received on behalf of the Sellers under this Agreement, (iv) negotiate, settle or compromise any action arising out of or related to this Agreement or any of the transactions hereunder or thereunder, including to take any action (or determine not to take action) in connection with the defense, prosecution, settlement, compromise or other resolution of any claim for indemnification pursuant to Article 8 and (v) to do each and every act and exercise all rights that are either (x) necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing or (y) specifically mandated by the terms of this Agreement. The Sellers’ Representative shall be entitled to rely, and shall be fully protected from any claims by the Sellers in relying, upon (i) any statements or other information furnished to it by any Seller, (ii) any statements, other information or advice furnished to it by any advisor (including accountants consulted by the Buyer) or counsel, and (iii) any other evidence reasonably deemed by the Sellers’ Representative, in its sole discretion, to be reliable.
(b) Authority to Execute and Perform Agreement. This Agreement has been duly executed and delivered by the Sellers’ Representative and constitutes the valid and binding obligation of the Sellers’ Representative, enforceable against it in accordance with its terms.
(c) Replacement of Sellers’ Representative. Should the Sellers’ Representative be unable or unwilling to serve or appoint his, her or its successor to serve in his, her or its stead, the Sellers may by a vote of the holders of a majority of the Shares appoint a successor to serve in his, her or its stead.
 
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(d) Decisions Binding. All decisions, actions and instructions by the Sellers’ Representative, including without limitation the defense or settlement of any claims for which the Sellers may be required to indemnify any Indemnified Party pursuant to Article 8 hereof and the entry into any amendments to this Agreement from time to time, shall be conclusive and binding on the Sellers and none of the Sellers shall have the right to object, dissent, protest or otherwise contest the same.
(e) Reliance on Sellers’ Representative. The Buyer and the Company shall be entitled to rely conclusively on the instructions and decisions of the Sellers’ Representative as to the settlement of any claims for indemnification pursuant to Article 8 hereof, and any other actions taken by the Sellers’ Representative in connection herewith, and no party hereto shall have any cause of action against the Buyer or the Company for any action taken by such party in reliance upon the instructions or decisions of the Sellers’ Representative.
(f) Extent and Survival of Authority. The appointment of the Sellers’ Representative is an agency coupled with an interest and is irrevocable, and any action taken by the Sellers’ Representative pursuant to the authority granted in this Section 2.05 shall be effective and absolutely binding on the Sellers notwithstanding any contrary action of or direction from any Sellers. The death or incapacity of any Seller shall not terminate the authority and agency of the Sellers’ Representative.
(g) Release from Liability; Indemnification. Each Seller hereby releases the Sellers’ Representative from, and each Seller agrees to indemnify the Sellers’ Representative against, liability for any action taken or not taken by it in its capacity as such agent, and no Seller shall have any cause of action against the Sellers’ Representative for any action taken, decision made or instruction given by the Sellers’ Representative under this Agreement, except for the liability of the Sellers’ Representative to a Seller for loss which such party may suffer from the intentional misconduct, fraud or gross negligence of the Sellers’ Representative in carrying out its duties hereunder.
Section  2.06 Closing . Subject to the terms and conditions of this Agreement, the purchase and sale of the Shares contemplated hereby shall take place at a closing (the “ Closing ”) to be held at 10:00 AM, Eastern time, at the offices of Kromann Reumert, Sundkrogsgade 5, 2100 Københavnø, Copenhagen – Denmark on the second Business Days after the last of the conditions to Closing set forth in Article VII have been satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), or on such other date or at such other place as Sellers and Buyer may mutually agree upon in writing (the day on which the Closing takes place being the “ Closing Date ”).
Section  2.07 Withholding Rights. Buyer and the Company shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amounts payable in respect of the Shares to either of the Sellers or any other payments contemplated by this Agreement such amount, if any, as Buyer determines in good faith is required to be deducted and withheld with respect to the making of such payment under applicable Danish Law, and to collect any necessary Tax forms for avoiding such withholding, including IRS Form W-8BEN, or any similar information, from Sellers and any other recipient of any payment hereunder. Any amounts so withheld (or caused to be withheld) shall be treated
 
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for all purposes as having been paid to Sellers or such other recipient, as applicable, in respect of which Buyer made such deduction and withholding. Buyer agrees to use commercially reasonable efforts to assist Sellers in reclaiming any amounts so withheld if such Seller should have been exempt from such withholding.
Section  2.08 Earnout Amounts. The Year 1 Earnout Amount, Year 2 Earnout Amount, Year 3 Earnout Amount, Year 4 Earnout Amount, Year 5 Earnout Amount, Year 6 Earnout Amount and Year 7 Earnout Amount (collectively referred to as the “ Earnout Amount ”) shall be calculated as follows:
(a) Year 1 Earnout Amount.
(i) In the event the Company’s EBIT for EBIT Year 2017 (“ 2017 EBIT ”) is greater than or equal to 80% of DKK 5,922,000 (the “ Year 1 EBIT Target ”), then the earnout amount for such year (the “ Year 1 Earnout Amount ”) shall be equal to the product of (a) a fraction equal to the 2017 EBIT divided by the Year 1 EBIT Target multiplied by (b) DKK 2,797,000 (x) plus the Positive Closing Adjustment Portion, if any or (y)  minus the Negative Closing Adjustment Portion, if any (the “ Year 1 Earnout Target” ); provided, however that in no event will the Year 1 Earnout Amount exceed 120% of the Year 1 Earnout Target.
(ii) In the event the Company’s 2017 EBIT is less than 80% of the Year 1 EBIT Target, the Year 1 Earnout Amount shall be equal to DKK 0.
(b) Year 2 Earnout Amount.
(i) In the event the Company’s EBIT for EBIT Year 2018 (“ 2018 EBIT ”) is greater than or equal to 80% of DKK 10,123,000 (the “ Year 2 EBIT Target ”), then the earnout amount for such year (the “ Year 2 Earnout Amount ”) shall be equal to the product of (a) a fraction equal to the 2018 EBIT divided by the Year 2 EBIT Target multiplied by (b) DKK 3,797,000 (x) plus the Positive Closing Adjustment Portion, if any or (y)  minus the Negative Closing Adjustment Portion, if any (the “ Year 2 Earnout Target” ); provided, however that in no event will the Year 2 Earnout Amount exceed 120% of the Year 2 Earnout Target.
(ii) In the event the Company’s 2018 EBIT is less than 80% of the Year 2 EBIT Target, the Year 2 Earnout Amount shall be equal to DKK 0.
(c) Year 3 Earnout Amount.
(i) In the event the Company’s EBIT for EBIT Year 2019 (“ 2019 EBIT ”) is greater than or equal to 80% of DKK 14,765,000 (the “ Year 3 EBIT Target ”), then the earnout amount for such year (the “ Year 3 Earnout Amount ”) shall be equal to the product of (a) a fraction equal to the 2019 EBIT divided by the Year 3 EBIT Target multiplied by (b) DKK 4,797,000 (the “ Year 3 Earnout Target” ); provided, however that in no event will the Year 3 Earnout Amount exceed 120% of the Year 3 Earnout Target.
(ii) In the event the Company’s 2019 EBIT is less than 80% of the Year 3 EBIT Target, the Year 3 Earnout Amount shall be equal to DKK 0.
 
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(d) Year 4 Earnout Amount.
(i) In the event the Company’s EBIT for EBIT Year 2020 (“ 2020 EBIT ”) is greater than or equal to 80% of DKK 17,738,000 (the “ Year 4 EBIT Target ”), then the earnout amount for such year (the “ Year 4 Earnout Amount ”) shall be equal to the product of (a) a fraction equal to the 2020 EBIT divided by the Year 4 EBIT Target multiplied by (b) DKK 5,797,000 (the “ Year 4 Earnout Target” ); provided, however that in no event will the Year 4 Earnout Amount exceed 120% of the Year 1 Earnout Target.
(ii) In the event the Company’s 2020 EBIT is less than 80% of the Year 4 EBIT Target, the Year 4 Earnout Amount shall be equal to DKK 0.
(e) Year 5 Earnout Amount.
(i) In the event the Company’s EBIT for EBIT Year 2021 (“ 2021 EBIT ”) is greater than or equal to 80% of DKK 19,239,000 (the “ Year 5 EBIT Target ”), then the earnout amount for such year (the “ Year 5 Earnout Amount ”) shall be equal to the product of (a) a fraction equal to the 2021 EBIT divided by the Year 5 EBIT Target multiplied by (b) DKK 6,797,000 (the “ Year 5 Earnout Target” ); provided, however that in no event will the Year 5 Earnout Amount exceed 120% of the Year 5 Earnout Target.
(ii) In the event the Company’s 2021 EBIT is less than 80% of the Year 5 EBIT Target, the Year 5 Earnout Amount shall be equal to DKK 0.
(f) Year 6 Earnout Amount.
(i) In the event the Company’s EBIT for EBIT Year 2022 (“ 2022 EBIT ”) is greater than or equal to 80% of DKK 20,504,000 (the “ Year 6 EBIT Target ”), then the earnout amount for such year (the “ Year 6 Earnout Amount ”) shall be equal to the product of (a) a fraction equal to the 2022 EBIT divided by the Year 6 EBIT Target multiplied by (b) DKK 7,797,000 (the “ Year 6 Earnout Target” ); provided, however that in no event will the Year 6 Earnout Amount exceed 120% of the Year 6 Earnout Target.
(ii) In the event the Company’s 2022 EBIT is less than 80% of the Year 6 EBIT Target, the Year 6 Earnout Amount shall be equal to DKK 0.
(g) Year 7 Earnout Amount.
(i) In the event the Company’s EBIT for EBIT Year 2023 (“ 2023 EBIT ”) is greater than or equal to 80% of DKK 22,145,000 (the “ Year 7 EBIT Target ”), then the earnout amount for such year (the “ Year 7 Earnout Amount ”) shall be equal to the product of (a) a fraction equal to the 2023 EBIT divided by the Year 7 EBIT Target multiplied by (b) DKK 8,797,000 (the “ Year 7 Earnout Target” ); provided, however that in no event will the Year 7 Earnout Amount exceed 120% of the Year 7 Earnout Target.
(ii) In the event the Company’s 2023 EBIT is less than 80% of the Year 7 EBIT Target, the Year 7 Earnout Amount shall be equal to DKK 0.
 
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Section 2.09 Earnout Determination
(a) On or before the date which is 60 days after the last day of each EBIT Year (each such date, an “ Earnout Calculation Delivery Date ”), Buyer shall prepare and deliver to Sellers’ Representative a written statement (in each case, an “ Earnout Calculation Statement ”) setting forth in reasonable detail its determination of EBIT for the applicable EBIT Year and its calculation of the resulting Earnout Amount (in each case, an “ Earnout Calculation ”).
(b) The Sellers’ Representative shall have 30 days after receipt of the Earnout Calculation Statement for each EBIT Year (in each case, the “ Earnout Review Period ”) to review the Earnout Calculation Statement and the Earnout Calculation set forth therein. Prior to the expiration of the Earnout Review Period, the Sellers’ Representative may object to the Earnout Calculation set forth in the Earnout Calculation Statement for the applicable EBIT Year by delivering a written notice of objection signed by the Sellers’ Representative (an “ Earnout Calculation Objection Notice ”) to Buyer. Any Earnout Calculation Objection Notice shall specify the items in the applicable Earnout Calculation disputed by the Sellers’ Representative and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If the Sellers’ Representative fails to deliver an Earnout Calculation Objection Notice to Buyer prior to the expiration of the Earnout Review Period, then the Earnout Calculation set forth in the Earnout Calculation Statement shall be final and binding on the parties hereto. If the Sellers’ Representative timely delivers an Earnout Calculation Objection Notice, Buyer and Sellers’ Representative shall negotiate in good faith to resolve the disputed items and agree upon the resulting amount of the EBIT and the Earnout Amount for the applicable EBIT Year. If Buyer and Sellers’ Representative are unable to reach agreement within 15 days after such Earnout Calculation Objection Notice has been given, all unresolved disputed items shall be promptly submitted to the Independent Accountant who, acting as an expert and not an arbitrator, shall resolve the disputed items only and make any adjustments to the Earnout Calculation Statement. The Independent Accountant shall decide only the specific items under dispute by Sellers’ Representative and Buyer and the Independent Accountant’s decision for each disputed item must be within the range of values assigned to each such item in the Earnout Calculation Statement and the Earnout Calculation Objection Notice, respectively. The fees and expenses of the Independent Accountant shall be paid by Sellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Sellers’ Representative and Buyer. The Independent Accountant shall make a determination as soon as practicable, but in any event within 45 days (or such other time as the Sellers’ Representative and Buyer shall agree in writing) after its engagement, and its resolution of the disputed items and their adjustments to the Earnout Calculation Statement shall be conclusive and binding upon the parties.
(c) Buyer’s obligation to pay each of the Earnout Amounts to Sellers is an independent obligation of Buyer and is not otherwise conditioned or contingent upon the satisfaction of any conditions precedent to any preceding or subsequent Earnout Amount payment and the obligations to pay an Earnout Amount to Sellers shall not obligate Buyer to pay any preceding or subsequent Earnout Amount.
 
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(d) Subject to Section 2.09(f), any Earnout Amount that Buyer is required to pay pursuant to Section 2.08 hereof shall be paid in full no later than 20 Business Days following the date upon which the determination of EBIT for the applicable EBIT Year becomes final and binding upon the parties as provided in Section 2.09(b) (including any final resolution of any dispute raised by Sellers in an Earnout Calculation Objection Notice) (each such date, the “ Earnout Due Date ”). Buyer shall pay to each of the Sellers such Seller’s Pro Rata Share of the applicable Earnout Amount in immediately available funds by wire transfer to the account of each Seller designated in writing by Sellers. In the event the applicable Earnout Amount that Buyer is required to pay pursuant to Section 2.08 hereof is not paid on or before the Earnout Due Date, such Earnout Amount shall bear interest at the Agreed Interest Rate from the Earnout Due Date until such Earnout Amount is paid to Sellers.
(e) Subject to the terms of this Agreement, subsequent to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Company. Buyer has no obligation to operate the Company in order to achieve any Earnout Amount or to maximize the amount of any Earnout Amount.
(f) Buyer shall have the right to withhold or set off against any amount that is owed and has not yet been paid pursuant to Section 2.08 and Section 2.09 the amount of (i) any Closing Adjustment owed to it pursuant to Section 2.04(a), (ii) any Purchase Price Adjustment owed to it pursuant to Section 2.04(b), (iii) any Uncollected Receivables owed to it pursuant to Section 2.11, (iv) any Losses to which any Buyer Indemnified Party may be entitled under Article VIII of this Agreement or any other Transaction Document, or (v) any other amount that may be owed to Buyer by the relevant Seller or its Affiliates.
(g) The parties understand and agree that (i) contingent rights to receive any Earnout Amount shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer or the Company, (ii) Sellers shall not have any rights as securityholders of Buyer or the Company as a result of Sellers’ contingent right to receive any Earnout Amount hereunder, and (iii) except as provided in the last sentence of Section 2.09(d), no interest is payable with respect to any Earnout Amount.
Section  2.10 Determination of Earnout Value . Seller and Buyer agree that the current value of the Earnout Amounts shall be determined for all purposes (including Tax and financial accounting) as shown on the earnout valuation schedule (the “ Earnout Valuation Schedule ”). A draft of the Earnout Valuation Schedule shall be prepared by Buyer and delivered to the Sellers’ Representative within thirty (30) calendar days following the date of this Agreement. If the Sellers’ Representative notifies Buyer in writing that the Sellers’ Representative objects to one or more items reflected in the Earnout Valuation Schedule, the Sellers’ Representative and Buyer shall negotiate in good faith to resolve such dispute; provided , however , that if the Sellers’ Representative and Buyer are unable to resolve any dispute with respect to the Earnout Valuation Schedule within forty-five (45) calendar days following the date of this Agreement, such dispute shall be resolved by the Independent Accountant. The fees and expenses of the Independent Accountant shall be borne equally by Sellers and Buyer. Buyer and Sellers shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Earnout Valuation Schedule. Any adjustments to the Earnout Amounts pursuant to Section 2.09 shall be valued in a manner consistent with the Earnout Valuation Schedule.
 
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Section  2.11 Giving Effect to Accounts Receivable Warranty .
(a) If the Domino Equipment Purchase Receivable has not been collected by the Company on or prior to the Closing Date as required by Section 7.02(ll), the Buyer and Sellers’ Representative shall execute joint instructions instructing the Escrow Agent to promptly, but in any event on or prior to the 5th Business Day following the receipt of such joint instructions, to release the amount of the Domino Equipment Purchase Receivable from the escrow account to the Buyer in immediately available funds and the remaining Escrow Amount, if any, shall be reduced by the amount of the Domino Equipment Purchase Receivable; provided, however , that the amount of Domino Equipment Purchase Receivable may, in the Buyer’s sole discretion, be set off against any Earnout Amounts earned pursuant to Section 2.08 when such Earnout Amounts are actually earned.
(b) On or after ninety (90) days following the Closing Date (the “ Receivables Measurement Date ”), Buyer shall deliver a written notice to the Sellers’ Representative (the “ Receivables Notice ”) setting forth all of the accounts receivable of the Company reflected on the books and records of the Company on the Closing Date, except for the accounts receivable set forth on Section 2.11 of the Disclosure Schedules, that are at the Receivables Measurement Date uncollected (the “ Uncollected Receivables ”).
(c) The Escrow Agreement shall provide that the Escrow Agent shall promptly, but in any event on or prior to the 5th Business Day following the receipt of written instructions to the Escrow Agent from the Buyer, release the total aggregate face value of all such Uncollected Receivables (the “ Total Uncollected Receivables ”) from the escrow account to the Buyer in immediately available funds and the remaining Escrow Amount, if any, shall be reduced by the amount of such Total Uncollected Receivables; provided, however , that the amount of Total Uncollected Receivables may, in the Buyer’s sole discretion, be set off against any Earnout Amounts earned pursuant to Section 2.08 when such Earnout Amounts are actually earned.
(d) In the event that such Uncollected Receivables are collected within one hundred eighty (180) days following the Closing Date (the “ Collected Receivables ”) the total aggregate face value of all such Collected Receivables shall be deposited in the escrow account by the Buyer within thirty (30) days of receipt by Buyer or, if such amounts were determined to be set off against any Earnout Amounts actually earned pursuant to Section 2.11(c) above, such offset against an Earnout Amounts shall be canceled.
(e) Any payment for Uncollected Receivables or Collected Receivables to Buyer or Sellers (as applicable) to be made in cash (DKK) (i.e., any such payment that cannot be addressed solely by a release of a portion of the Escrow Amount or a reduction of an Earnout Amount) shall be made by wire transfer of immediately available funds to such account as is directed by Buyer or Sellers (as applicable).
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
Each Seller, jointly and severally, represents and warrants to Buyer that, except as set forth in the correspondingly numbered Section of the Disclosure Schedules, the statements contained in this Article III are true and correct as of the date hereof.
 
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Section  3.01 Organization and Authority of Sellers . Holding is a private limited liability company duly organized, validly existing and in good standing under the Laws of Denmark. Chong is an individual residing in and a citizen of the People’s Republic of China. Each Seller has full power and authority to enter into this Agreement and the other Transaction Documents to which such Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and any other Transaction Document to which such Seller is a party, the performance by each Seller of its obligations hereunder and thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller enforceable against each Seller in accordance with its terms. When each other Transaction Document to which a Seller is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of such Seller enforceable against such Seller in accordance with its terms.
Section  3.02 Organization, Authority and Qualification of the Company . The Company is a company duly organized, validly existing and in good standing under the Laws of Denmark and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.02 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. All corporate actions taken by the Company in connection with this Agreement and the other Transaction Documents have been duly authorized.
Section 3.03 Capitalization .
(a) All of the Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by each Seller, free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own all of the Shares, free and clear of all Encumbrances.
(b) All of the Shares were issued in compliance with all applicable Laws. None of the Shares were issued in violation of any agreement, arrangement or commitment to which any Seller or the Company is a party or is subject to or in violation of any preemptive or similar rights of any Person.
(c) There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of the Company or obligating either Seller or the Company to issue or sell any shares of capital stock of, or any other interest in, the Company. The Company does not have outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights. Except as set forth in Section 3.03(c), there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares.
 
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Section  3.04 No Subsidiaries . The Company does not own, or have any interest in any shares or have an ownership interest in any other Person.
Section  3.05 No Conflicts; Consents . The execution, delivery and performance by each Seller of this Agreement and the other Transaction Documents to which such Seller is a party, and the consummation by such Seller of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Holding or the Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to any Seller or the Company; (c) except as set forth in Section 3.05 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which any Seller or the Company is a party or by which any Seller or the Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller or the Company in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.
Section  3.06 Financial Statements . Complete copies of the Company’s audited financial statements consisting of the balance sheet of the Company as of September 30 in each of the years 2014, 2015 and 2016 and the related statements of income and retained earnings, shareholders’ equity and cash flow for the years then ended (the “Audited Financial Statements”) have been delivered to Buyer. The Financial Statements have been prepared in accordance with Danish GAAP applied on a consistent basis throughout the periods involved. The Financial Statements are based on the books and records of the Company, and fairly present the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of September 30, 2016 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of December 31, 2016, is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with Danish GAAP. Sellers have delivered to Buyer copies of all Company’s bank statements for the period following the date hereof and until the Closing or earlier termination of this Agreement. All forecasted financial statements and budgets provided by the Company to the Buyer are based on estimates and assumptions, all of which represent the Company’s good faith judgment as to the forecasted financial condition and results of operations of the Company for the periods represented at the time such forecasted financial statements were prepared; provided , however , that Buyer acknowledges that (i) such financial projections are forward looking information which is subject to significant uncertainties and contingencies beyond the Company’s control, (ii) no assurance can be given by the Company that such projections will be realized and (iii) that actual results during the periods covered may differ from the financial projections, including the data and results contained therein, and such differences may be material.
Section  3.07 Undisclosed Liabilities . The Company has no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or
 
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contingent, accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”), except (a) those which are adequately disclosed or reserved against in the Balance Sheet as of the Balance Sheet Date in accordance with Danish GAAP, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount. There is no earnout or other compensation arrangements between the Company and any other Person giving any Person a right to compensation or payments from the Company based upon the occurrence of any event or the results of the Company’s operations.
Section  3.08 Absence of Certain Changes, Events and Conditions . Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any:
(a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(b) amendment of the charter, by-laws or other organizational documents of the Company;
(c) split, combination or reclassification of any shares of its capital stock;
(d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock;
(e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock;
(f) change in any method of accounting or accounting practice of the Company, except as required by U.S. GAAP or as disclosed in the notes to the Financial Statements;
(g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;
(h) entry into any Contract that would constitute a Material Contract;
(i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;
(j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements;
(k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements;
 
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(l) liability arising out of an Environmental Claim or a violation of any Environmental Law related to the Company or its facilities;
(m) material damage, destruction or loss (whether or not covered by insurance) to its property;
(n) any capital investment in, or any loan to, any other Person;
(o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound;
(p) any material capital expenditures;
(q) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible;
(r) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed DKK 100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant;
(s) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business;
(t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral;
(u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors, officers and employees;
(v) entry into a new line of business or abandonment or discontinuance of existing lines of business;
(w) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;
(x) purchase, lease or other acquisition of the right to own, use or lease any property or assets, except for purchases of inventory in the ordinary course of business consistent with past practice;
 
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(y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof;
(z) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of the Company Buyer in respect of any Post-Closing Tax Period;
(aa) any other unanticipated or unplanned capital expenditures or changes related to the business, including, any (i) changes to key managerial or operational personnel; (ii) significant changes in the Company’s key customer, vendor or supplier relationships; (iii) significant changes in the key commodities, vendors or suppliers utilized in the distribution process of the Company’s business; (iv) significant regulatory actions, findings or other changes which would materially impact the operations or performance of the business; (v) material changes in statutory or regulatory requirements, that if in the threat of implementation or in the implementation itself, would materially impact the operations, operating behaviors or profitability of the Company; (vi) deferral of capital expenditures, which if not remedied, would materially impact the operations or performance of the Company; (vii) material changes in the Company’s work force, wage and benefit structures, or work rules; and (viii) material changes in the Company’s warranty requirements;
(bb) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.
Section 3.09 Material Contracts .
(a) Section 3.09(a) of the Disclosure Schedules lists each of the following Contracts of the Company (such Contracts, together with all Contracts concerning the occupancy, management or operation of any Real Property (including without limitation, brokerage contracts) listed or otherwise disclosed in Section 3.10(b) of the Disclosure Schedules and all Company IP Agreements set forth in Section 3.13(b) of the Disclosure Schedules, being “ Material Contracts ”):
(i) each Contract of the Company involving aggregate consideration in excess of DKK 50,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 30 days’ notice;
(ii) all Contracts that require the Company to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions;
(iii) all Contracts that provide for the indemnification by the Company of any Person or the assumption or guarantee of any Tax, environmental or other Liability of any Person;
(iv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise);
 
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(v) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which the Company is a party;
(vi) all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to which the Company is a party and which are not cancellable without material penalty or without more than 30 days’ notice;
(vii) except for Contracts relating to trade receivables, all Contracts relating to
indebtedness (including guarantees) of the Company;
(viii) all Contracts with any Governmental Authority to which the Company is a party (“ Government Contracts ”);
(ix) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time;
(x) any Contracts to which the Company is a party that provide for any joint venture, partnership or similar arrangement by the Company;
(xi) any Contracts to which the Company is a party that provide for a right to an earnout or other compensation from the Company based upon the occurrence of any event or the results of the Company’s operations.
(xii) all Contracts between or among the Company on the one hand and any Seller or any Affiliate of any Seller (other than the Company) on the other hand;
(xiii) all collective bargaining agreements or Contracts with any Union to which the Company is a party; and
(xiv) any other Contract that is material to the Company and not previously disclosed pursuant to this Section 3.09.
(b) Each Material Contract is valid and binding on the Company in accordance with its terms and is in full force and effect. None of the Company or, to the Knowledge of any Seller, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer.
Section  3.10 Title to Assets; Real Property .
(a) The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal
 
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property and other assets reflected in the Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “ Permitted Encumbrances ”):
(i) liens for Taxes not yet due and payable; or
(ii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company;
(b) The Company does not own any Real Property. Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property leased by the Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (ii) the current use of such property. With respect to leased Real Property, Sellers have delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Company. There are no Actions pending nor, to the Knowledge of any Seller, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
(c) The machinery, equipment, and other tangible assets that are owned or leased by the Company and that are material to the business, financial condition, operations, results of operations, or future prospects of the Company are free from material defects (patent and latent), have been maintained in accordance with normal industry practice, and are in good operating condition and repair (subject to normal wear and tear) and are suitable for the purposes for which they are presently used.
Section  3.11 Condition and Sufficiency of Assets. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property owned by the Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company, together with all other properties and assets of the Company, are sufficient for the continued conduct of the Company’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Company as currently conducted.
 
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Section  3.12 Purpose, Design and Function of Products . Each product produced, sold or distributed by the Company functions in accordance with such product’s purpose, design, and applicable documentation and specifications.
Section 3.13 Intellectual Property .
(a) Section 3.13(a) the Disclosure Schedules lists (i) all Company IP Registrations (including for each item, (A) the record owner thereof, (B) the jurisdiction or registrar therefor, (C) the applicable registration, application or serial number or similar identifier, and (D) the status thereof, including any and all actions that are due or must be taken, including payments that are due or must be made, within 90 days of the Closing Date to obtain, maintain, perfect or renew such item) and (ii) all Company Intellectual Property, including software, that are not registered Company IP Registrations but that are material to the Company’s business or operations. All required filings and fees related to the Company IP Registrations have been timely filed with and paid to the relevant Governmental Authorities and authorized registrars, and all Company IP Registrations are otherwise valid, subsisting and in good standing. Sellers have provided Buyer with true and complete copies of file histories, documents, certificates, office actions, correspondence and other materials related to all Company IP Registrations.
(b) Section 3.13(b) of the Disclosure Schedules lists all Company IP Agreements. Sellers have provided Buyer with true and complete copies of all such Company IP Agreements, including all modifications, amendments and supplements thereto and waivers thereunder. Each Company IP Agreement is valid and binding on the Company and the other parties thereto in accordance with its terms and is in full force and effect. Neither the Company nor any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of breach or default of or any intention to terminate, any Company IP Agreement.
(c) The Company is the sole and exclusive legal and beneficial, and with respect to the Company IP Registrations, record, owner of all right, title and interest in and to the Company Intellectual Property, and has the valid right to use all other Intellectual Property which is used or held for use in connection with, or is necessary for the conduct of the Company’s current business or operations, in each case, free and clear of Encumbrances.
(d) The consummation of the transactions contemplated hereunder will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other Person in respect of, the Company’s right to own, use or hold for use any Intellectual Property as owned, used or held for use in the conduct of the Company’s business or operations as currently conducted.
(e) The Company’s rights in the Company Intellectual Property are valid, subsisting and enforceable. The Company has taken all reasonable steps to maintain the Company Intellectual Property and to protect and preserve the confidentiality of all trade secrets included in the Company Intellectual Property. There has been no unauthorized disclosure or use of, or access to, any such trade secrets or other confidential information. Company has used proper patent, trademark, copyright or similar notices or markings in the operation of its business as reasonably necessary to maintain the Company Intellectual Property.
 
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(f) The conduct of the Company’s business as currently and formerly conducted (including any product or service marked or sold thereby), and the products, processes and services of the Company, have not infringed, misappropriated, diluted or otherwise violated, and do not and will not infringe, dilute, misappropriate or otherwise violate the Intellectual Property or other rights of any Person. No Person has infringed, misappropriated, diluted or otherwise violated, or is currently infringing, misappropriating, diluting or otherwise violating, any Company Intellectual Property.
(g) There have been and are no Actions (including any oppositions, interferences or re-examinations) settled, pending or threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, dilution or other violation of the Intellectual Property of any Person by the Company; (ii) challenging the legality, validity, enforceability, registrability or ownership of any Company Intellectual Property or the Company’s rights with respect to any Company Intellectual Property; or (iii) by the Company or any other Person alleging any infringement, misappropriation, dilution or other violation by any Person of the Company Intellectual Property. Neither the Company nor any Seller is subject to any outstanding or prospective Governmental Order (including any motion or petition therefor) that does or would restrict or impair the ownership, use or other exploitation of any Company Intellectual Property.
(h) None of the Company Intellectual Property, nor any product or service marketed or sold by Company, constitutes or is dependent on any open source computer code, or is subject to any license or other obligation that may (i) require the disclosure or distribution to any Person of any source code, trade secret or other confidential information, or require the licensing of any Intellectual Property for the purpose of creating derivative works, (ii) restrict consideration to be charged for the distribution of any Intellectual Property, or (iii) create any obligation with respect to other Intellectual Property, or require the grant of any rights or immunities under any other Intellectual Property.
Section  3.14 Inventory . All inventory of the Company, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable within 90 days in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company free and clear of all Encumbrances, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.
Section  3.15 Accounts Receivable . The accounts receivable reflected on the Interim Balance Sheet, the accounts receivable arising after the date thereof and the accounts receivable outstanding as of the Closing (a) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date and the accounts receivable outstanding as of the Closing, on the accounting records of the Company, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to
 
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accounts receivable arising after the Interim Balance Sheet Date or the accounts receivable outstanding as of the Closing, on the accounting records of the Company are adequate and have been determined in accordance with Danish GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.
Section 3.16 Customers and Suppliers .
(a) Section 3.16(a) of the Disclosure Schedules sets forth (i) each customer who has paid aggregate consideration to the Company for goods or services rendered in an amount greater than or equal to DKK 700,000 for each of the three most recent fiscal years (collectively, the “ Material Customers ”); and (ii) the amount of consideration paid by each Material Customer during such periods. The Company has not received any notice, and has no reason to believe, that any of its Material Customers has ceased, or intends to cease after the Closing, to use its goods or services or to otherwise terminate or materially reduce its relationship with the Company.
(b) Section 3.16(b) of the Disclosure Schedules sets forth (i) each supplier to whom the Company has paid consideration for goods or services rendered in an amount greater than or equal to DKK 100,000 for each of the three most recent fiscal years (collectively, the “ Material Suppliers ”); and (ii) the amount of purchases from each Material Supplier during such periods. The Company has not received any notice, and has no reason to believe, that any of its Material Suppliers has ceased, or intends to cease, to supply goods or services to the Company or to otherwise terminate, materially reduce or adversely modify its relationship with the Company.
Section  3.17 Warranties . No service or product provided, sold, leased, licensed or delivery by the Company is subject to any guaranty, warranty, right of return, right of credit or other indemnity other than (i) warranties arising by operation of law and (ii) the Company’s standard express written warranty and standard terms and conditions of sale or lease, all of which are set forth on Section 3.17 of the Disclosure Schedule. Each product or service sold, leased or provided by the Company has been sold, leased or provided in conformity with all such warranties and other contractual commitments. Warranty costs have been adequately reserved against in the Balance Sheet as of the Balance Sheet Date.
Section  3.18 Transactions with Affiliates . Except as set forth on Section 3.18 of the Disclosure Schedules, neither the Sellers nor any Affiliates of the Company:
(a) owns directly or indirectly, any ownership interest or investment in any Person that is a direct competitor, lessor, lessee, customer or supplier of the Company;
(b) owns or leases any assets, properties or rights used in the business of the Company;
(c) is party to any Contract with the Company or which otherwise benefits the business of the Company (other than employment agreements); or
(d) has received from or furnished to the Company any goods or services or is involved in any business relationship with the Company (other than as an equityholder or employee of the Company).
Section  3.19 Insurance . Section 3.19 of the Disclosure Schedules sets forth a true and complete list of all current policies or binders of fire, liability, product liability, umbrella liability, real and
 
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personal property, workers’ compensation, vehicular, directors and officers’ liability, fiduciary liability and other casualty and property insurance maintained by Seller or its Affiliates (including the Company) and relating to the assets, business, operations, employees, officers and directors of the Company (collectively, the “Insurance Policies”) and true and complete copies of such Insurance Policies have been made available to Buyer. Such Insurance Policies are in full force and effect and shall remain in full force and effect following the consummation of the transactions contemplated by this Agreement. Neither the Sellers nor any Affiliate of any Seller (including the Company) has received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of such Insurance Policies. All premiums due on such Insurance Policies have either been paid or, if due and payable prior to Closing, will be paid prior to Closing in accordance with the payment terms of each Insurance Policy. The Insurance Policies do not provide for any retrospective premium adjustment or other experience-based liability on the part of the Company. All such Insurance Policies (a) are valid and binding in accordance with their terms; (b) are provided by carriers who are financially solvent; and (c) have not been subject to any lapse in coverage. There are no claims related to the business of the Company pending under any such Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. Neither the Sellers nor the Company is in default under, or has otherwise failed to comply with, in any material respect, any provision contained in any such Insurance Policy. The Insurance Policies are, to the Knowledge of the Sellers, of the type and in the amounts customarily carried by Persons conducting a business similar to the Company. The Insurance Policies are sufficient for compliance with all applicable Laws and Contracts to which the Company is a party or by which it is bound.
Section  3.20 Legal Proceedings; Governmental Orders .
(a) There are no Actions pending or, to either Seller’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, any Seller or any Affiliate of any Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.
(b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.
Section  3.21 Compliance With Laws; Permits .
(a) The Company has complied, and is now complying, with all Laws applicable to it or its business, operations, properties or assets.
(b) Neither the Company, any Seller, nor, to the Knowledge of the Sellers, any of Company’s officers, directors, employees or agents (in such capacity) has been cited, fined or otherwise notified in writing of any past or present actual or alleged failure by such Person to comply with any Laws except in such instances in which the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(c) The Company and each Company employee and other personnel possess all Permits required to be held for the Company to conduct its business, including with respect to the
 
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operation of leased real property and all such Permits and are valid and in full force and effect (including all Environmental Permits). All fees and charges with respect to such Permits as of the date hereof have been paid in full. Section 3.21(c) of the Disclosure Schedules lists all current Permits issued to the Company, including the names of the Permits and their respective dates of issuance and expiration and no other Permits are required for Company to conduct the Company’s business as currently conducted. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit set forth in Section 3.21(c) of the Disclosure Schedules.
(d) All products sold by the Company meet all necessary legal, regulatory and customer qualifications and, as appropriate, certifications.
Section  3.22 Foreign Corrupt Practices; Sanctions; Export Controls .
(a) Neither the Sellers nor the Company, any director, officer, or employee of the Company (in their capacity as such) or, to the Knowledge of any Seller, any consultant, agent or other Person acting for or on behalf of the Company has taken any action that would result in a violation by such Person of the Foreign Corrupt Practices Act (15 U.S.C. §§ 78m(b), 78dd-1, 78dd-2, 78ff) (the “ FCPA ”), Sections 122, 144 or 299(2) of the Danish Criminal Code, or any other applicable anti-corruption Law, or to the Knowledge of any Seller, would constitute such a violation if taken by a person domiciled in the United States including taking any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment of any money, property, gift or anything of value, directly or indirectly (i) to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office to influence official action, or (ii) to any person while knowing or having reason to know that all or any portion of the money or other thing of value will be offered, promised or given to a foreign official in order to influence or reward official action or to any person to influence such person to act improperly or reward the person for doing so.
(b) Neither the Sellers nor the Company, any director, officer, or employee of the Company (in their capacity as such) or, to the Knowledge of any Seller, any consultant, agent or other Person acting for or on behalf of the Company is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State or other relevant sanctions authority including sanctions pursuant to decisions of the Council of the European Union (collectively, “ Sanctions ”), or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including Cuba, the Crimea region of Ukraine, Iran, North Korea, Sudan and Syria). The Company (i) has not engaged in, and is not now engaged in, directly or indirectly, any dealings or transactions with any Person, or in any country or territory, that, at the time of the dealing or transaction, is or was the subject of Sanctions and (ii) has been in compliance with and has not been given notice of any violation of, and, to the Company’s knowledge, is not under investigation with respect to and has not been threatened to be charged with any violation of, any applicable Sanctions.
(c) The Company is not registered, or required to be registered, with the Directorate of Defense Trade Control, U.S. Department of State. The Company does not manufacture or export “defense articles” or provide “defense services,” as those terms are defined under sections 120.6
 
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and 120.9, respectively, of the International Traffic In Arms Regulations (22 C.F.R. parts 120-130). To Sellers’ Knowledge, none of the Company’s products, technology or related services is subject to control by the Commerce Department’s Bureau of Industry and Security. None of the Company’s products, technology or related services is subject to the “dual-use” controls of the European Union. All exports, reexports and transfers of the Company’s products, services, and/or technology have been undertaken in accordance with applicable export control law and regulation, and the Company has obtained any required licenses, authorizations, or other permissions required to effect such exports, reexports, or transfers.
Section 3.23 Environmental Matters .
(a) The Company is currently and has been in compliance with all Environmental Laws and has not, and neither the Sellers nor the Company has, received from any Person any: (i) Environmental Notice or Environmental Claim; or (ii) written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the Closing Date.
(b) To the Knowledge of the Sellers, there has been no Release of Hazardous Materials with respect to the business or assets of the Company or any real property currently or formerly owned, operated or leased by the Company, and neither the Company nor any Seller has received an Environmental Notice that any real property currently or formerly owned, operated or leased in connection with the business of the Company (including soils, groundwater, surface water, buildings and other structure located on any such real property) has been contaminated with any Hazardous Materials which could reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Law or term of any Environmental Permit by, Seller or the Company.
(c) Neither the Sellers nor the Company has retained or assumed, by contract or operation of Law, any liabilities or obligations of third parties under Environmental Law.
(d) Sellers have provided or otherwise made available to Buyer and listed in Section 3.23(d) of the Disclosure Schedules: (i) any and all environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, economic models and other similar documents with respect to the business or assets of the Company or any currently or formerly owned, operated or leased real property which are in the possession or control of the Seller or Company related to compliance with Environmental Laws, Environmental Claims or an Environmental Notice or the Release of Hazardous Materials; and (ii) any and all material documents concerning planned or anticipated capital expenditures required to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes).
(e) Neither the Sellers nor the Company is aware of or reasonably anticipates, as of the Closing Date, any condition, event or circumstance concerning the Release or regulation of Hazardous Materials that might, after the Closing Date, prevent, impede or materially increase the costs associated with the ownership, lease, operation, performance or use of the business or assets of the Company as currently carried out.
 
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Section 3.24 Employee Benefit Matters .
(a) Section 3.24(a) of the Disclosure Schedules contains a true and complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity, stock or stock-based, change in control, retention, severance, vacation, paid time off, welfare, fringe-benefit, insurance policies and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant of the Company or any spouse or dependent of such individual, or under which the Company has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.24(a) of the Disclosure Schedules, each, a “ Benefit Plan ”). Cost of all employee benefits have been adequately disclosed or reserved against in the Balance Sheet as of the Balance Sheet Date.
(b) With respect to each Benefit Plan, Sellers have made available to Buyer accurate, current and complete copies of each of the following: (i) where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has not been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plan.
(c) Each Benefit Plan and related trust has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws. All benefits, contributions and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved against to the extent required by Law.
(d) Each Benefit Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material liabilities to Buyer, the Company or any of their Affiliates other than ordinary administrative expenses typically incurred in a termination event. The Company has no commitment or obligation and has not made any representations to any employee, officer, director, independent contractor or consultant, whether or not legally binding, to adopt, amend, modify or terminate any Benefit Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise.
(e) No Benefit Plan provides post-termination or retiree welfare benefits to any individual for any reason, and the Company does not have any Liability to provide post-termination or retiree welfare benefits to any individual or ever represented, promised or contracted to any individual that such individual would be provided with post-termination or retiree welfare benefits.
 
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(f) There is no pending or, to the Knowledge of any Seller, threatened Action relating to a Benefit Plan (other than routine claims for benefits).
(g) There has been no amendment to, announcement by Seller, the Company or any of their Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year with respect to any director, officer, employee, independent contractor or consultant, as applicable. None of the Sellers, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any director, officer, employee, independent contractor or consultant, whether or not legally binding, to adopt, amend, modify or terminate any Benefit Plan or any collective bargaining agreement.
(h) Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan.
(i) Neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent events): (i) entitle any current or former director, officer, employee, independent contractor or consultant of the Company to severance pay or any other payment; (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation due to any such individual; (iii) limit or restrict the right of the Company to merge, amend or terminate any Benefit Plan; (iv) increase the amount payable under or result in any other material obligation pursuant to any Benefit Plan.
Section 3.25 Employment Matters .
(a) Section 3.25(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Company with respect to any compensation, commissions or bonuses.
(b) None of the Company’s employees have on the date hereof received or given notice of termination or have indicated that such notice may be expected.
(c) The Company is not, and has not been a party to, bound by, or negotiating any collective bargaining agreement, local agreement, in-house agreements or other Contract with a
 
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union, works council or labor organization (collectively, “ Union ”), and the Company is not, and has not previously been, a member of an employers’ association. There is not, and has not been, any Union representing or purporting to represent any employee of the Company, and, to Seller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Company or any of its employees. The Company has no duty to bargain with any Union.
(d) The Company is and has been in compliance with all applicable Laws pertaining to employment and employment practices that relate to employees of the Company, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, part-time work, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws and no individual or company engaged by the Company as an independent contractor or consultant may raise claims against the Company based on such individual being an employee in fact or otherwise being able to rely statutory employee protection rules. There are no Actions against the Company pending, or to the Knowledge of any Seller, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment related matter arising under applicable Laws.
Section  3.26 Taxes .
(a) All Tax Returns required to be filed by the Company have been properly prepared, signed and timely filed with the appropriate Governmental Authority in all jurisdictions in which such Tax Returns were required to have been filed. The Company is properly registered for Taxes according to applicable law in any jurisdictions in which it operates. Such Tax Returns were prepared in compliance with all applicable Tax Laws and are true, complete and correct in all respects. All Taxes due and owing by the Company (whether or not shown or required to be shown on any Tax Return) have been paid on a timely basis. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. There are no liens on any of the assets of the Company that arose is connection with any failure (alleged failure) by the Company to pay any Tax.
(b) The Company has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, customer, shareholder or other party, and has complied with all information reporting and backup withholding provisions of applicable Law.
 
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(c) No claim has been made by any Governmental Authority in any jurisdiction where the Company does not file Tax Returns that the Company is, or may be, subject to Tax by that jurisdiction.
(d) No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of the Company not yet paid whether or not due.
(e) The amount of the Company’s Liability for unpaid Taxes as of the Interim Balance Sheet Date does not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) reflected on the Interim Balance Sheet. The amount of the Company’s Liability for unpaid Taxes for all periods following the end of the recent period covered by the Interim Balance Sheet shall not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) as adjusted for the passage of time in accordance with the past custom and practice of the Company (and which accruals shall not exceed comparable amounts incurred in similar periods in prior years).
(f) The Company is not a party to any Action by any Governmental Authority. There are no pending or threatened Actions by any Governmental Authority. The Company has not received notice (including a request for more information) from a Tax authority of (i) any pending or threatened Tax audit, proceeding, dispute or claim or (ii) any Tax deficiency relating to the Company.
(g) Section 3.26(g) of the Disclosure Schedules sets forth:
(i) the taxable years of the Company as to which the applicable statutes of limitations on the assessment and collection of Taxes have not expired;
(ii) those years for which examinations by the taxing authorities have been completed; and
(iii) those taxable years for which examinations by taxing authorities are presently being conducted.
(h) All deficiencies asserted, or assessments made, against the Company as a result of any examinations by any Governmental Authority have been fully paid.
(i) Sellers have delivered to Buyer copies of all federal, state, local and foreign income, franchise and similar Tax Returns, examination reports, and statements of deficiencies assessed against, or agreed to by, the Company for all Tax periods ending after September 30, 2012.
(j) There are no Encumbrances for Taxes (other than Permitted Encumbrances) upon the assets of the Company.
(k) Except as set forth in Section 3.26(k) of the Disclosure Schedules, the Company is not a party to, or bound by, any Tax indemnity, Tax sharing or Tax allocation agreement.
 
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(l) No private letter rulings, technical advice memoranda or similar agreement or rulings have been requested by the Company or the Sellers or entered into or issued by any Governmental Authority, with respect to the Company.
(m) Except as set forth in Section 3.26(m) of the Disclosure Schedules the Company has not been a member of an affiliated, combined, consolidated or unitary Tax group for Tax purposes. The Company has no Liability for Taxes of any Person (other than the Company) under any Tax Law), as transferee or successor, by contract or otherwise.
(n) No transactions, agreements or arrangements have been made with tax arbitrage or tax evasion as their primary purpose, and no transactions, agreements or arrangements constitute unlawful tax evasion.
(o) All intra-group transactions between the Company and the Sellers’ group companies have been implemented on an arm’s length basis according to applicable laws. The Company is not, and has never been, a party to a transaction or contract that is in conflict with the Tax rules on transfer pricing in any jurisdiction. The Company has prepared and maintained adequate documentation (hereunder adequate transfer pricing documentation according to Danish tax law) for its transactions, agreements and/or arrangements within the Sellers’ group companies and the Company has complied with such documentation.
(p) The Company will not be required to include any item of income in, or exclude any item or deduction from, taxable income for any taxable period or portion thereof ending after the Closing Date as a result of:
(i) any change in a method of accounting under any relevant Law, or use of an improper method of Tax accounting, for a taxable period ending on or prior to the Closing Date;
(ii) an installment sale or open transaction occurring on or prior to the Closing Date;
(iii) a prepaid amount received on or before the Closing Date; or
(iv) any closing or other final agreement relating to Taxes with any Governmental Authority.
(q) There is currently no limitation on the utilization of net operating losses, except the Company’s use of the Danish tax credit scheme regarding research and development costs, capital losses, built-in losses, tax credits or similar items of the Company under any Tax Law.
(r) Section 3.26(r) of the Disclosure Schedules sets forth all foreign jurisdictions in which the Company is subject to Tax, is engaged in business, has a permanent establishment or is required to file, or has filed, any Tax Return.
(s) The Company does not own any interest in an entity, and is not a party to any contractual arrangement or joint venture or other arrangement, that is or could be characterized as a partnership for Tax purposes.
 
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(t) The Company has in its possession official government receipts for any Taxes paid by it to any Governmental Authority.
(u) The Company has never made an election under Treasury Regulation Section 301.7701-3 relating to its Tax status for U.S. federal income Tax purposes.
(v) The Company does not, and never has had, any direct or indirect shareholders who are “United States persons” for U.S. federal income Tax purposes.
Section  3.27 Books and Records. The minute books and share register of the Company, all of which have been made available to Buyer, are complete and correct and have been maintained in accordance with sound business practices. The minute books of the Company contain accurate and complete records of all meetings, and actions taken by written consent of, the stockholders, the board of directors and any committees of the board of directors of the Company, and no meeting, or action taken by written consent, of any such stockholders, board of directors or committee has been held for which minutes have not been prepared and are not contained in such minute books. At the Closing, all of those books and records will be in the possession of the Company.
Section  3.28 Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of Sellers.
Section  3.29 Full Disclosure . No representation or warranty by any Seller in this Agreement and no statement by the Company or any Seller contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading. There is no fact that the Company or any Seller have not disclosed to Buyer and its counsel in writing and of which the Company or any Seller is aware that materially and adversely affects or could materially and adversely affect the business, prospects, financial condition, operations, property or affairs of the Company. There is no information which should have been, but which has not been disclosed to the Buyer prior to the signing of the Agreement for the Sellers to comply with its “good-faith duty of disclosure” under the general rules of Danish law.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to the Sellers that, except as set forth in the correspondingly numbered Section of the Disclosure Schedules the statements contained in this Article IV are true and correct as of the date hereof.
Section  4.01 Organization and Authority of Buyer . Buyer is a private limited liability company duly organized, validly existing and in good standing under the Laws of Denmark. Buyer has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated
 
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hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.
Section  4.02 No Conflicts; Consents . The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation by Buyer of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Buyer; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under any Contract to which Buyer is a party.
Section  4.03 Investment Purpose . Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.
Section  4.04 Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of Buyer.
Section  4.05 Legal Proceedings . There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
ARTICLE V
COVENANTS
Section  5.01 Conduct of Business Prior to the Closing . From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer, Sellers shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Sellers shall:
(a) cause the Company to preserve, maintain and comply with all of its Permits;
(b) cause the Company to pay its debts, Taxes and other obligations when due;
 
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(c) cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear;
(d) cause the Company to continue in full force and effect without modification all Insurance Policies, except as required by applicable Law;
(e) cause the Company to defend and protect its properties and assets from infringement or usurpation;
(f) cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets or business;
(g) cause the Company to maintain its books and records in accordance with past practice;
(h) cause the Company to comply with all applicable Laws and all applicable U.S. export controls, laws and regulations;
(i) cause the Company not to take or permit any action that would violate Sanctions; and
(j) cause the Company not to take or permit any action that would cause any of the changes, events or conditions described in Section 3.08 to occur or that would cause a breach of any warranty in Article III.
Section  5.02 Access to Information . From the date hereof until the Closing, Sellers shall, and shall cause the Company to, (a) if reasonably requested by Buyer, afford Buyer and its Representatives full and free access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, Contracts and other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate with Buyer in its investigation of the Company. Any investigation pursuant to this Section 5.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Sellers or the Company. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement.
Section  5.03 No Solicitation of Other Bids .
(a) No Seller shall, and each Seller shall not authorize or permit any of his or its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Sellers shall immediately cease and cause to be terminated, and shall cause their respective Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with
 
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respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “ Acquisition Proposal ” shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, rental, exchange or other disposition of any significant portion of the Company’s properties or assets.
(b) In addition to the other obligations under this Section 5.03, Sellers shall promptly (and in any event within one Business Day after receipt thereof by any Seller or its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same.
(c) Sellers agree that the rights and remedies for noncompliance with this Section 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer.
Section  5.04 Notice of Certain Events .
(a) From the date hereof until the Closing, Sellers shall promptly notify Buyer in writing of:
(i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 7.02 to be satisfied;
(ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(iii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and
(iv) any Actions commenced or, to the Knowledge of any Seller, threatened against, relating to or involving or otherwise affecting Sellers or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant in Section 3.20 or that relates to the consummation of the transactions contemplated by this Agreement.
(b) Buyer’s receipt of information pursuant to this Section 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 8.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.
 
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Section  5.05 Resignations . Sellers shall deliver or caused to be delivered to Buyer written resignations, effective as of the Closing Date, of the officers and directors of the Company.
Section 5.06 Confidentiality.
(a) The Buyers and Sellers agree that their existing Nondisclosure Agreement dated as of September 14, 2016 will remain in full force and effect in accordance with the terms thereof until the Closing Date. In addition, from the date of the Agreement until the Closing Date (or if the Closing shall fail to occur, for a period of three (3) years from the date of the Agreement), each Seller shall hold, and shall cause its respective Affiliates to, hold, and shall use its best efforts to cause their or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Company, the Buyer or any of the Buyer’s Affiliates, except to the extent that the Sellers can show that such information (i) is necessary in making any filing or obtaining any consent or approval required for the consummation of the transactions contemplated hereby, (ii) is generally available to and known by the public through no fault of any Seller, any of its Affiliates or their respective Representatives; or (iii) is lawfully acquired by a Seller, any of his or its Affiliates or their respective Representatives from and after the Closing from sources which are not bound by a legal, contractual, fiduciary or other obligation to maintain such information in confidence. If a Seller or any of his or its Affiliates or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, such Seller shall promptly notify Buyer in writing and shall disclose only that portion of such information which such Seller is advised by its counsel in writing is legally required to be disclosed, provided that such Seller shall use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.
(b) From and after the Closing, each Seller shall hold, and shall cause its respective Affiliates to, hold, and shall use its best efforts to cause their or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Company, the Buyer or any of the Buyer’s Affiliates, including all information relating to any Earnout Amount or its calculation or the Closing Adjustment or its calculation, except to the extent that the Sellers can show that such information (i) is generally available to and known by the public through no fault of any Seller, any of its Affiliates or their respective Representatives; or (ii) is lawfully acquired by a Seller, any of his or its Affiliates or their respective Representatives from and after the Closing from sources which are not bound by a legal, contractual, fiduciary or other obligation to maintain such information in confidence. If a Seller or any of his or its Affiliates or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, such Seller shall promptly notify Buyer in writing and shall disclose only that portion of such information which such Seller is advised by its counsel in writing is legally required to be disclosed, provided that such Seller shall use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.
Section  5.07 Securities Law Compliance . The Company and each Seller are (i) aware that the United States securities laws prohibit any person who has material nonpublic information about a
 
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company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities and (ii) familiar with the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder and each of the Company and the Sellers agree that they will neither use, nor cause any third party to use, no trade in any securities of the Buyer while in possession of, any material nonpublic information regarding the Buyer in contravention of such Act or any such rules and regulations, including, without limitation, Rules 10b-5 and 14e-3. The Company and each Seller understand and acknowledge that it and its Affiliates could be subject to fines, penalties, and other liabilities under applicable securities laws if it or its Affiliates trade in the Buyer’s securities while in possession of any material nonpublic information or communicate such information to any other person who trades in such securities. Each Seller agrees that it and its Affiliates will refrain from trading in the Buyer’s securities until such time as such Seller and such Seller’s affiliates may properly do so under all applicable Laws and without breach by such Seller or such Seller’s Affiliates of this Agreement.
Section  5.08 Non-competition; Non-solicitation .
(a) For a period of three (3) years commencing on the Closing Date (the “ Restricted Period ”), each of the Sellers shall not, and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, the Sellers may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 1% or more of any class of securities of such Person. Buyer acknowledges and agrees that the involvement by one or more shareholders of Holding with Domino System A/S, in such shareholder’s capacity as a shareholder or member of the board of directors of Domino System A/S is not and will not be regarded as a breach of this non-competition covenant.
(b) During the Restricted Period, each of the Sellers shall not, and each shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees.
(c) During the Restricted Period, each of the Sellers shall not, and each shall not permit any of its Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company.
(d) Sellers acknowledge that a breach or threatened breach of this Section 5.08 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
(e) Seller acknowledges that the restrictions contained in this Section 5.08 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.08 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.08and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
 
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Section  5.09 Release; Covenant Not to Sue .
(a) As a material inducement to Buyer to enter into this Agreement, effective as of the Closing, each Seller, for itself or himself, and his heirs, personal representatives, successors and assigns (collectively, the “ Releasors ”), hereby forever fully and irrevocably releases and discharges Buyer, the Company, each of its respective subsidiaries, and each of their respective predecessors, successors, direct or indirect subsidiaries and past and present equityholders, members, managers, directors, officers, employees, agents, and other representatives (collectively the “ Released Parties ”) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “ Released Claims ”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any Action of any kind, in any court or before any tribunal, against any Released Party based on any Released Claim. Notwithstanding the preceding sentence of this Section 5.09, “Released Claims” does not include, and the provisions of this Section 5.09 shall not release or otherwise diminish, (a) the obligations of any party set forth in or arising under any provisions of this Agreement or the agreements contemplated in connection herewith, and (b) if the Releasor is an employee of the Company, in respect of (i) the current year’s accrued but unpaid compensation, (ii) such employee’s outstanding benefits under the Employee Benefit Plans of the Company as of the Closing Date (including accrued vacation), and (iii) reimbursement for expenses incurred by such employee in the ordinary course of his employment, in the cases of items (i) and (ii) so long as such amounts are accounted for in the final calculation of Working Capital. It is the intention of each Seller that such release be effective as a bar to each and every demand and Action hereinabove specified and in furtherance of such intention, each Seller, on its own behalf and on behalf of its Affiliates, hereby expressly waives, effective as of the Closing, any and all rights and benefits conferred upon such Person by the provisions of applicable Law and expressly agrees that this release will be given full force and
 
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effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected demands and Actions, if any, as those relating to any other demands and Actions hereinabove specified.
(b) Each Seller hereby covenants and agrees not to commence any Action, suit, arbitration or other claim against any of the Released Parties with respect to any Released Claim.
(c) Each Seller hereby represents, warrants and covenants that such Seller (i) has been provided with adequate information regarding the release set forth in this Section 5.09 and the subject matter hereof, (ii) has had adequate opportunity to consult legal counsel of such Seller’s choice regarding this release, (iii) has executed and delivered this Agreement pursuant to the free will of such Seller and with the intention that the release set forth herein be a general release to the full extent provided herein, and (iv) has executed this Agreement on a fully informed basis and with full knowledge of the consequences thereof. Each Seller further represents, warrants and covenants that such Seller has not sold, assigned or otherwise transferred to any other Person any of such Seller’s rights, remedies or interests in, to or arising from the Released Claims of such Seller.
(d) Each Seller hereby waives, releases and agrees not to make any claim or bring any contribution, cost recovery or other action against the Company or Buyer with respect to such Seller’s obligations under this Agreement or any facts or circumstances in existence prior to the Closing.
(e) Each Seller hereby expressly and irrevocably waives his or its rights under any applicable statute, rule, regulation, legal principle or legal doctrine applicable in any state or territory of the United States or any foreign jurisdiction which provides that a general release does not extend to claims which a releasing party does not know or suspect to exist in its favor at the time of executing such release, which if known by the releasing party would have materially affected its settlement with the released party. Non-disparagement . Each Seller hereby agrees that, in consideration of the payments to be made to such Seller for such Seller’s Shares pursuant to this Agreement, such Seller shall not, directly or indirectly, make (or cause to be made) to any Person any disparaging, derogatory or other negative statement about the Buyer, the Company or their respective officers, directors, employees, consultants, partners, shareholders or agents (or any of their respective products, Intellectual Property or services).
Section  5.11 Governmental Approvals and Consents .
(a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the other Transaction Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not intentionally take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.
 
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(b) Sellers shall use their best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.05 of the Disclosure Schedules.
(c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use all reasonable best efforts to:
(i) respond to any inquiries by any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated by this Agreement or any Transaction Document;
(ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Transaction Document; and
(iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Transaction Document has been issued, to have such Governmental Order vacated or lifted.
(d) If any consent, approval or authorization necessary to preserve any right or benefit under any Contract to which the Company is a party is not obtained prior to the Closing, Sellers shall, subsequent to the Closing, cooperate with Buyer and the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. To the extent Sellers are unable to deliver any of such consents at or prior to the Closing and Buyer chooses to waive such closing condition in accordance with the terms of this Agreement, Sellers shall use their best efforts to deliver such consents as soon as commercially practical, in form and substance approved by Buyer, to Buyer. If such consent, approval or authorization cannot be obtained, Sellers shall use their best efforts to provide the Company with the rights and benefits of the affected Contract for the term thereof, and, if Sellers provide such rights and benefits, the Company shall assume all obligations and burdens thereunder.
(e) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Seller or the Company with Governmental Authorities in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact.
 
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(f) Notwithstanding the foregoing, nothing in this Section 5.10 shall require, or be construed to require, Buyer or any of its Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Buyer, the Company or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to Buyer of the transactions contemplated by this Agreement; (iii) any material modification or waiver of the terms and conditions of this Agreement or (iv) make any payment.
Section 5.12 Books and Records .
(a) In order to facilitate the resolution of any claims made against or incurred by Sellers prior to the Closing, or for any other reasonable purpose, for a period of seven (7) years after the Closing, Buyer shall:
(i) retain the books and records (including personnel files) of the Company relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Company; and
(ii) upon reasonable notice, afford the Representatives of Seller reasonable access (including the right to make, at Seller’s expense, photocopies), during normal business hours, to such books and records;
provided, however , that any books and records related to Tax matters shall be retained pursuant to the periods set forth in Article VI.
(b) In order to facilitate the resolution of any claims made by or against or incurred by Buyer or the Company after the Closing, or for any other reasonable purpose, for a period of seven (7) years following the Closing, each Seller shall:
(i) retain the books and records (including personnel files) of Seller which relate to the Company and its operations for periods prior to the Closing; and
(ii) upon reasonable notice, afford the Representatives of Buyer or the Company reasonable access (including the right to make, at Buyer’s expense, photocopies), during normal business hours, to such books and records;
provided, however , that any books and records related to Tax matters shall be retained pursuant to the periods set forth in Article VI.
(c) Neither Buyer nor any Seller shall be obligated to provide the other party with access to any books or records (including personnel files) pursuant to this Section 5.12 where such access would violate any Law.
Section  5.13 Closing Conditions . From the date hereof until the Closing, each party hereto shall, and Sellers shall cause the Company to, use reasonable best efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in Article VII hereof.
 
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Section  5.14 Public Announcements . Unless otherwise required by applicable Law (based upon the reasonable advice of counsel), no party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed), and the parties shall cooperate as to the timing and contents of any such announcement.
Section  5.15 Further Assurances . Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.
ARTICLE VI
TAX MATTERS
Section 6.01 Tax Covenants .
(a) Without the prior written consent of Buyer, Sellers (and, prior to the Closing, the Company, its Affiliates and their respective Representatives) shall not, to the extent it may affect, or relate to, the Company, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer or the Company in respect of any Post-Closing Tax Period. Sellers agree that Buyer is to have no liability for any Tax resulting from any action of any Seller, the Company, its Affiliates or any of their respective Representatives, and agrees to indemnify and hold harmless Buyer (and, after the Closing Date, the Company) against any such Tax or reduction of any Tax asset.
(b) All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Sellers when due. Sellers shall, at their own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary).
Section  6.02 Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date pursuant to the Schedule of Termination of Joint Taxation set forth on Schedule 6.02. Except as set forth on Schedule 6.02, after such date neither the Company, nor any Seller nor any Affiliates of Sellers and their respective Representatives shall have any further rights or liabilities thereunder.
Section  6.03 Tax Indemnification . Except to the extent treated as a liability in the calculation of Closing Working Capital, Sellers shall indemnify the Company, Buyer, and each Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.26; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VI; (c) all Pre-Closing Taxes of the Company or Taxes relating to the business of the Company for all Pre-Closing Tax
 
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Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of a liability under any Tax Law of any jurisdiction; and (e) any and all Taxes of any Person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring on or before the Closing Date. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith. Sellers shall reimburse Buyer for any Taxes of the Company that are the responsibility of Sellers pursuant to this Section 6.03 within ten Business Days after payment of such Taxes by Buyer or the Company.
Section  6.04 Cooperation and Exchange of Information . Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this Article VI or in connection with any audit or other proceeding in respect of Taxes of the Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Seller and the Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date until the expiration of the maximum statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date, Seller or Buyer (as the case may be) shall provide the other party with at least 30 days written notice and offer the other party the opportunity to take custody of such materials.
Section  6.05 Tax Treatment of Indemnification Payments . Any indemnification payments pursuant to this Article VI shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Section  6.06 Survival . Notwithstanding anything in this Agreement to the contrary, the provisions of Section 3.26 and this Article VI shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 180 days.
Section  6.07 Overlap . To the extent that any obligation or responsibility pursuant to Article VIII may overlap with an obligation or responsibility pursuant to this Article VI, the provisions of this Article VI shall govern.
ARTICLE VII
CONDITIONS TO CLOSING
Section  7.01 Conditions to Obligations of All Parties . The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) Sellers shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05, in each case, in form and substance reasonably satisfactory to Buyer, and no such consent, authorization, order and approval shall have been revoked.
 
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Section  7.02 Conditions to Obligations of Buyer . The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of Seller contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).
(b) Each Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that with respect to agreements, covenants and conditions that are qualified by materiality, Sellers shall have performed such agreements, covenants and conditions, as so qualified in all respects.
(c) No Action shall have been commenced against Buyer, Sellers or the Company, which would prevent the Closing or any transaction contemplated hereby and no Governmental Authority shall have threatened to commence any action.
(d) From the date of this Agreement and on and as of the Closing Date, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect.
(e) The Transaction Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to Buyer.
(f) Buyer shall have received a certificate, dated the Closing Date and signed by Chong and by a duly authorized officer of Holding, that each of the conditions set forth in Section
7.02(a) and Section 7.02(b) have been satisfied.
(g) Buyer shall have received a certificate of the chairman of the board of directors of Holding certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Holding authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.
 
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(h) Buyer shall have received a certificate of the chairman of the board of directors of Holding certifying the names and signatures of the officers of Holding authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder.
(i) Buyer shall have received resignations of the directors and officers of the Company pursuant to Section 5.05 and confirming that they do not have any claim against the Company and that the Company does not have any Liability to such directors and officers or any Affiliate.
(j) Sellers shall have delivered, or caused to be delivered, draft minutes of the general meeting of the Company approving the appointment of such individuals identified by the Buyer to the board of the Company.
(k) Buyer shall have received a release agreement from each of Li Gong Industry Co. Ltd. and Guangzhou TrojanJet Label Equipment Ltd. confirming that they do not have any claim against the Company except as reflected on the Interim Balance Sheet and that the Company does not have any Liability to such directors and officers or any Affiliate.
(l) Sellers shall have delivered to Buyer a registration certificate for the Company from the Danish Business Authority ( Erhvervsstyrelsen ).
(m) Sellers shall have delivered, or caused to be delivered, to Buyer the Company’s register of shareholders with the Buyer duly registered as the owner of the Shares, free and clear of Encumbrances.
(n) Sellers shall have delivered to Buyer such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
(o) Sellers shall have delivered to Buyer the Company’s minute book including minutes of general meetings, minutes of meetings of the board of directors and audit minutes.
(p) Buyer shall have received documentation evidencing that Holding’s name has been changed to a name, which is not similar to or subject to confusion with the Company’s name.
(q) Buyer shall have received written confirmation from Elberino Limited (Memjet) that the existing licensing agreement between Elberino Limited (Memjet) and the Company shall remain in full force and effect after the Closing on the same or better terms, in form and substance satisfactory to Buyer.
(r) Buyer shall have received written confirmation from Li Gong Industry in form and substance satisfactory to Buyer stating (i) that as of the Closing Date the existing manufacturing agreement, including the Conditional Amendment to Manufacturing and Supply Agreement dated November 1, 2016, between Li Gong Industry and the Company shall remain in full force and effect after the Closing on the same or better terms, (ii) that, assuming the Conditional Amendment to Manufacturing and Supply Agreement dated November 1, 2016 is in full force and effect, there are no overdue payments owed by the Company to Li Gong Industry as
 
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of the Closing Date and (iii) the amounts owed by the Company to Li Gong Industry for products or services and the date when such amounts are due and, separately, any other amounts owned by the Company to Li Gong Industry and the date when such amounts are due, as of the Closing Date, whether or not then due.
(s) All Company Contracts are in full force and effect in accordance with their terms, and the Company will not have any Liabilities or obligations under such Contracts relating, in whole or in part, to any period prior to the Closing other than Current Liabilities.
(t) Sellers shall have delivered to Buyer all consents, authorizations, orders and approvals set forth on Section 3.05 of the Disclosure Schedules, in each case, in form and substance reasonably satisfactory to Buyer, and no such consent, authorization, order and approval shall have been revoked.
(u) Sellers shall have delivered to Buyer a consent of the board of directors of the Company approving the Agreement, the transactions contemplated hereby, and the transfer of Shares.
(v) Mikkel Wichmann Jorgensen, Thomas Jensen and Kristian Vang Jorgensen shall have each accepted in writing an offer regarding continued employment by the Company following, and subject to the effectiveness of, the consummation of the transactions contemplated by this Agreement, on terms mutually acceptable (including the execution of an employment agreement substantially in the form attached hereto as Exhibits B-1, B-2 and B-3 (the “ Employment Agreements ”)).
(w) Each of the individuals listed in Section 7.02(w) of the Disclosure Schedules shall have agreed to continue their consulting services with the Company after the Closing on terms reasonably acceptable to Buyer, and have entered into mutually acceptable consulting agreements with the Company substantially in the form attached hereto as Exhibit C, with such changes as the Buyer and the such consultant may reasonably agree to.
(x) From the date of this Agreement and on and as of the Closing Date, there shall not have occurred any Material Adverse Effect.
(y) From the date of this Agreement and on and as of the Closing Date, there shall not have occurred any event set forth in Section 3.08.
(z) Closing Working Capital is not less than DKK 5,300,000.
(aa) Liabilities of the Company do not exceed DKK 12,123,963.
(bb) Buyer is satisfied that the Company’s tangible assets are in good and serviceable condition and capable of supporting the Company’s business after the purchase of the Shares by Buyer at the Closing.
(cc) The Company shall have terminated all existing relationships and agreements with Domino Systems A/S.
 
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(dd) The Buyer shall have entered into a new service agreement with Domino A/S in form and substance satisfactory to Buyer.
(ee) No later than the Closing Date, all part-time employees of the Company shall have been granted the same employee benefits and rights as full-time employees of the Company.
(ff) All products sold by the Company meet all necessary legal, regulatory and customer qualifications and certifications.
(gg) The Sellers’ Representative shall have agreed to the Earnout Valuation Schedule.
(hh) The amount of the Company’s Liability for unpaid Taxes as of the date of the Estimated Closing Working Capital Statement does not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) reflected on the Estimated Closing Working Capital Statement. The amount of the Company’s Liability for unpaid Taxes for all periods following the end of the recent period covered by the Estimated Closing Working Capital Statement shall not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) as adjusted for the passage of time in accordance with the past custom and practice of the Company (and which accruals shall not exceed comparable amounts incurred in similar periods in prior years).
(ii) Holding shall have entered into an agreement with each of Holding’s shareholders setting forth the terms and conditions pursuant to which such shareholder will receive his or her share of any Earnout Amount received by Holding pursuant to the terms of this Agreement in form and substance satisfactory to Buyer.
(jj) The Company shall have cancelled the prior sale of three (3) Trojan 2 machines to INGOT KOREA Co., Ltd and the ownership of such Trojan 2 machines shall have been transferred from INGOT KOREA Co., Ltd to the Company.
(kk) The Company and Domino Systems A/S shall have entered into an agreement, in form and substance satisfactory to Buyer, pursuant to which Domino Systems A/S agrees to purchase three (3) Trojan 2 machines for a total of USD $91,276.25 (the “ Domino Equipment Purchase Receivable ”) which amount shall be due and payable on or prior to the Closing Date.
(ll) The Company shall have collected the full amount of the Domino Equipment Purchase Receivable.
(mm) Buyer shall have received such additional documents as, in Buyer’s reasonable discretion, are necessary in order to effect Closing.
Section  7.03 Conditions to Obligations of Sellers . The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Sellers’ waiver, at or prior to the Closing, of each of the following conditions:
(a) Other than the representations and warranties of Buyer contained Section 4.01 and Section 4.04, the representations and warranties of Buyer contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by
 
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materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer contained Section 4.01 and Section 4.04shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).
(b) Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date; provided, that , with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
(c) Sellers shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.
(d) Buyer shall have delivered to each Seller an amount equal to such Seller’s Pro Rata Share of the Closing Cash Purchase Price in immediately available funds by wire transfer in immediately available funds, to an account or accounts designated at least five Business Days prior to the Closing Date by Sellers in a written notice to Buyer.
(e) Buyer shall have delivered to Sellers such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
ARTICLE VIII
INDEMNIFICATION
Section  8.01 Survival . Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein (other than any representations or warranties contained in Section 3.26 (Taxes) which are subject to Article VI) shall survive the Closing and shall remain in full force and effect until the date that is three (3) years from the Closing Date; provided, that the representations and warranties in (a) Section 3.01 (Organization and Authority of Sellers), Section 3.03 (Capitalization), Section 3.13 (Intellectual Property), Section 3.23(Environmental Matters) and Section 3.28 (Brokers), shall survive indefinitely, and (b) Section 3.24 (Employee Benefit Matters) shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 60 days. All covenants and agreements of the parties contained herein (other than any covenants or agreements contained in Article VI which are subject to Article VI) shall survive the Closing indefinitely or for the period explicitly specified therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.
 
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Section  8.02 Indemnification By Sellers . Subject to the other terms and conditions of this Article VIII, each Seller shall, jointly and severally, indemnify and defend each of Buyer and its Affiliates (including the Company) and Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of any Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement (other than in respect of Section 3.26, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI);
(c) any Tax Liability of the Company with respect to any Pre-Closing Tax Period;
(d) any Liability related to any Action as a result of any transaction with Domino Systems A/S that has not been carried on an arm’s length basis;
(e) any Liability related to compensation or other amounts owed to Company consultants located in Hungary and not reflected in the Balance Sheet;
(f) any Liability related to amounts owed by the Company to Chong pursuant to an earnout or other compensation arrangement not reflected in the Balance Sheet;
(g) in the event that performing the Company’s obligations pursuant to a product warranty or Contract would violate Sanctions, in the sole discretion of the Buyer, any Liability related to the Company’s breach of such obligations thereunder;
(h) any Liability related to any Action under the Danish Act on Part Time; or
(i) any Liability arising out of any Deducted Liabilities.
Section  8.03 Indemnification By Buyer .
(a) Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and
 
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against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:
(i) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or
(ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement (other than Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to Article VI);
(b) Buyer agrees to reimburse Sellers for reasonable costs and expenses actually incurred by a Seller as a result of, or in connection with, such Seller’s compliance with the tax reporting covenant required by Article X of the Escrow Agreement; provided , however , a Seller shall only be reimbursed for reasonable costs and expenses actually incurred by such Seller that exceed any costs and expenses that could have been incurred by such Seller if the escrow account was located in Denmark or the Escrow Agreement was governed by Danish law.
(c) Buyer agrees to reimburse Sellers for any United States tax liabilities actually incurred and paid by a Seller, and which cannot be reclaimed by such Seller, as a direct result of the escrow account being located in the United States and the Escrow Agreement being governed by U.S. law that would not have otherwise been incurred by such Seller if such escrow account was located in Denmark or the Escrow Agreement was governed by Danish law.
Section  8.04 Certain Limitations . The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations:
(a) Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds DKK 500,000 (the “ Basket ”), in which event Sellers shall be required to pay or be liable for all such Losses from the first dollar. No claim for indemnification may be made under Section 8.02(a) unless with respect to such claim (or series of related claims arising from the same underlying facts, events or circumstances) the amount of Losses attributable to such claim (or series of related claims) exceeds DKK 100,000. The aggregate amount of all Losses for which Sellers shall be liable pursuant to Section 8.02(a) shall not exceed DKK 63,600,000.
(b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. No claim for indemnification may be made under Section 8.03(a) unless with respect to such claim (or series of related claims arising from the same
 
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underlying facts, events or circumstances) the amount of Losses attributable to such claim (or series of related claims) exceeds DKK 100,000. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed DKK 3,500,000.
(c) Notwithstanding the foregoing, the limitations set forth Section 8.04(a) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01 (Organization and Authority of Sellers), Section 3.03 (Capitalization), Section 3.13 (Intellectual Property) Section 3.23(Environmental Matters), Section 3.24 (Employee Benefit Matters), Section 3.28 (Brokers) or Article VI.
(d) For purposes of this Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.
Section  8.05 Indemnification Procedures . The party making a claim under this Article VIII is referred to as the “Indemnified Party” and the party against whom such claims are asserted under Article VIII is referred to as the “Indemnifying Party”.
(a) Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “ Third Party Claim ”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof, but in any event not later than five (5) calendar days after receipt of such notice of such Third Party Claim. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section 8.05, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Losses resulting from such Third Party Claim as provided under this Article VIII and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. The foregoing notwithstanding, the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim if (i) the Indemnifying Party does not deliver the acknowledgment referred to in this Section 8.05(a) within 30 days of receipt of notice of the Third Party Claim, (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, or (v) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 8.05,
 
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the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim; provided that consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (ii) such settlement includes an unconditional release of the Indemnified Party, as the case may be, from all Liabilities on claims that are the subject matter of such Third Party Claim and does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of the Indemnified Party. In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with the foregoing, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that the fees and expenses of such separate counsel shall constitute indemnifiable Losses hereunder (i) to the extent incurred by the Indemnified Party prior to the date that the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if the Indemnified Party is advised by counsel that (A) there is a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim or (B) there may be one or more defenses or claims available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party and that could be materially adverse to the Indemnifying Party. In the case of the foregoing clause (ii), the Indemnifying Party shall keep the Indemnified Party reasonably informed with respect to such Third Party Claim and cooperate with the Indemnified Party in connection therewith. Each party shall cooperate, and cause its Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. Notwithstanding anything herein to the contrary, if the Third Party Claim relates to Taxes or Tax liability, the parties shall address the defense and other actions with respect to such Third Party Claim in accordance with the provisions of Article VI hereof.
(b) Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “ Direct Claim ”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.
 
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(c) Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.26 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Section  8.06 Payments . Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article VIII, if the Indemnified Party is Buyer the Escrow Amount shall be reduced by the amount of such Loss. To the extent that the amount of the Loss exceeds the remaining Escrow Amount in the escrow account, any Earnout Amounts earned pursuant to Section 2.09 and payable as of the date of such agreement or adjudication shall be reduced by the amount of such Loss. To the extent that the amount of the Loss exceeds the remaining Escrow Amount in the escrow account and the Earnout Amounts earned pursuant to Section 2.09 and payable as of the date of such agreement or adjudication or if the Indemnified Party is a Seller, the Indemnifying Party shall satisfy its obligations within five (5) Business Days after such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such five (5) Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to but excluding the date such payment has been made at the Agreed Interest Rate.
Section  8.07 Tax Treatment of Indemnification Payments . All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.
Section  8.08 Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.
Section  8.09 Distribution of Escrow Amount . The parties acknowledge and agree that the Escrow Agreement shall provide that, on the date that is 12 months after the Closing Date (the “Escrow Release Date ”), the Escrow Agent shall distribute to each Seller such Seller’s Pro Rata Share of the excess of (x)the remaining portion of the Escrow Amount, if any, over (y) the aggregate amount of all Losses specified in any then-unresolved indemnification claims made by any Buyer Indemnified Party in good faith pursuant to Section 8.05.
 
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ARTICLE IX
TERMINATION
Section  9.01 Termination . This Agreement may be terminated at any time prior to the Closing:
(a) by the mutual written consent of Sellers representing a majority of the issued and outstanding Shares and Buyer;
(b) by Buyer by written notice to Sellers if:
(i) Buyer is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Sellers pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article VII and such breach, inaccuracy or failure has not been cured by Sellers within ten days of Sellers’ receipt of written notice of such breach from Buyer; or
(ii) any of the conditions set forth in Section 7.01 and Section 7.02 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by the Outside Date, unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing;
(c) by Sellers by written notice to Buyer if Sellers are not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article VII and such breach, inaccuracy or failure has not been cured by Buyer within ten days of Buyer’s receipt of written notice of such breach from Sellers; or
(d) by Buyer or Sellers in the event that (i) there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or (ii) any Governmental Authority shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable.
Section  9.02 Effect of Termination . In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability or obligation hereunder on the part of any party hereto except:
(a) as set forth in this Article IX and Section 5.06 and Article X hereof; and
(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
ARTICLE X
MISCELLANEOUS
Section  10.01 Expenses . Except as otherwise provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this
 
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Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred. For the avoidance of doubt, the Company shall not pay or be responsible for costs of counsel to Sellers or either Seller.
Section  10.02 Notices . All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02):

 If to Holding:	  	Trojan Holding ApS	
	  	Marielundvej 46	
	  	2730 Herlev	
	  	DENMARK	
		
	  	E-mail: mw@trojanLabel.com	
	  	Attention: Chief Executive Officer	
		
If to Chong:	  	Li Wei Chong	
	  	No. 1806 haojing ge, Binjiang dong road , Haizhu,	
	  	Guangzhou. China. 510000	
		
	  	E-mail: wchong-li@li-gong.com	
		
with a copy to:	  	BACH Law Firm	
		
	  	E-mail: rb@bachlaw.dk	
	  	Attention:	  	Ricki Boye	
			
If to Buyer:	  	ANI ApS	  		
	  	c/o AstroNova, Inc.	
	  	600 East Greenwich Avenue	
	  	West Warwick, RI 02893	
	  	United States of America	
			
	  	E-mail:	  	gwoods@astronovainc.com	
	  	Attention:	  	Gregory A. Woods, President & CEO	
		
with a copy to:	  	Foley Hoag LLP	
	  	Seaport West	
	  	155 Seaport Boulevard	
	  	Boston, MA 02210	
 
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	  	United States of America	
			
	  	Facsimile:	  	617-832-7000	
	  	E-mail:	  	PRosenblum@foleyhoag.com	
	  	Attention:	  	Peter M. Rosenblum, Esq.	
Section  10.03 Interpretation . For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
Section  10.04 Headings . The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
Section  10.05 Severability . If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Except as provided in Section 5.08(e), upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Section  10.06 Entire Agreement . This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.
Section  10.07 Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign its rights or delegate its obligations hereunder without the prior written consent of the other party; provided, however , that prior to the Closing Date, Buyer may, without the prior written consent of Sellers, assign all or any portion of its rights and delegate all or any portion of its obligations under this Agreement to one or more direct or indirect subsidiaries. No assignment or delegation shall relieve the assigning party of any of its obligations hereunder.
 
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Section  10.08 No Third-party Beneficiaries . Except as provided in Section 6.03 and Article VIII, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Section  10.09 Amendment and Modification; Waiver . This Agreement may be amended, modified or supplemented only by an agreement in writing signed by the Buyer and the Sellers’ Representative. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Section  10.10 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial .
(a) This Agreement and any related dispute shall be governed by and construed in accordance with the internal Laws of Denmark without giving effect to any choice or conflict of Law provision or rule (whether of Denmark or any other jurisdiction).
(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE COURTS OF DENMARK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE
 
71

FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10(c).
Section 10.11 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.
Section  10.12 Set-Off Right . Notwithstanding any provision of this Agreement to the contrary, each Seller hereby acknowledges and agrees that, in addition to any other right hereunder, Buyer shall have the right and is hereby authorized by each Seller at any time or from time to time, with or without notice to such Seller or to any other Person, any such notice being hereby expressly waived, to set off against any amounts owning by Buyer or its Affiliates to such Seller any amounts owed to Buyer pursuant to any Transaction Document, including, but not limited to, all claims of any nature or description made in good faith arising out of or connected with the Transaction Documents, irrespective of whether or not the Buyer shall have made any demand hereunder and although said obligations and liabilities, or any of them, may be contingent or unmatured. If it is finally resolved through negotiation or final, non-appealable decision of a court of competent jurisdiction that all or a portion of any amount was not entitled to be set off by Buyer, then Buyer shall promptly pay the amount Buyer was not entitled to set off to the applicable Seller.
Section  10.13 Cumulative Remedies . All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties or otherwise.
Section  10.14 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
[SIGNATURE PAGE FOLLOWS]
 
72

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

SELLERS:	
	
Trojan Holding ApS	
By	 		
		
Name:	 	Mikkel Wichmann Jørgensen	
		
Title:	 	Mgr Director	
	
Li Wei Chong	

	
Li Wei Chong	
	
BUYER:	
	
ANI ApS	
		
By	 	 	
		
Name:	 		
		
Title:	 		
	
SELLERS’ REPRESENTATIVE:	
	
Trojan Holding ApS	
By	 		
		
Name:	 	Mikkel Wichmann Jørgensen	
		
Title:	 	Mgr Director	
[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

SELLERS:	
	
Trojan Holding ApS	
		
By	 	 	
		
Name:	 		
		
Title:	 		
	
Li Wei Chong	

	
Li Wei Chong	
	
BUYER:	
	
ANI ApS	
		
By	 	 	
		
Name:	 		
		
Title:	 		
	
SELLERS’ REPRESENTATIVE:	
	
Trojan Holding ApS	
		
By	 	 	
		
Name:	 		
		
Title:	 		
 
[Signature Page to Share Purchase Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

SELLERS:	
	
Trojan Holding ApS	
		
By	 	 	
		
Name:	 		
		
Title:	 		
	
Li Wei Chong	

	
 Li Wei Chong	
	
BUYER:	
	
ANI ApS	
		
By	 		
		
Name:	 	Gregory A. Woods	
		
Title:	 	President & CEO	
	
SELLERS’ REPRESENTATIVE:	
	
Trojan Holding ApS	
		
By	 	 	
		
Name:	 		
		
Title:	 		
 
[Signature Page to Share Purchase Agreement]

Exhibit 10.16
Execution Version

 
CREDIT AGREEMENT
Dated as of February 28, 2017
among
ASTRONOVA, INC.,
as the U.S. Borrower,
ANI APS,
as the Danish Borrower,
CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO,
as the Guarantors
and
BANK OF AMERICA, N.A.,
as the Lender

 

TABLE OF CONTENTS

 	 	 	  	Page	 	
ARTICLE I	 	DEFINITIONS AND ACCOUNTING TERMS	  	 	1	 	
			
1.01	 	Defined Terms	  	 	1	 	
			
1.02	 	Other Interpretive Provisions	  	 	32	 	
			
1.03	 	Accounting Terms	  	 	33	 	
			
1.04	 	Rounding	  	 	34	 	
			
1.05	 	Times of Day; Rates	  	 	34	 	
			
1.06	 	Letter of Credit Amounts	  	 	34	 	
			
1.07	 	UCC Terms	  	 	34	 	
			
1.08	 	Exchange Rates; Currency Equivalents	  	 	34	 	
			
1.09	 	Additional Alternative Currencies	  	 	35	 	
			
1.10	 	Change of Currency	  	 	35	 	
			
ARTICLE II	 	COMMITMENTS AND CREDIT EXTENSIONS	  	 	36	 	
			
2.01	 	Loans	  	 	36	 	
			
2.02	 	Borrowings, Conversions and Continuations of Loans	  	 	36	 	
			
2.03	 	Letters of Credit	  	 	38	 	
			
2.04	 	Reserved	  	 	43	 	
			
2.05	 	Prepayments	  	 	43	 	
			
2.06	 	Termination or Reduction of Commitments	  	 	45	 	
			
2.07	 	Repayment of Loans	  	 	46	 	
			
2.08	 	Interest and Default Rate	  	 	47	 	
			
2.09	 	Fees	  	 	47	 	
			
2.10	 	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	  	 	48	 	
			
2.11	 	Payments Generally	  	 	48	 	
			
2.12	 	Cash Collateral	  	 	49	 	
			
2.13	 	Incremental Commitments	  	 	50	 	
			
2.14	 	Register	  	 	51	 	
			
2.15	 	Bifurcation	  	 	51	 	
			
ARTICLE III	 	TAXES, YIELD PROTECTION AND ILLEGALITY	  	 	52	 	
			
3.01	 	Taxes	  	 	52	 	
			
3.02	 	Illegality	  	 	53	 	
			
3.03	 	Inability to Determine Rates	  	 	54	 	
 
i

							
3.04	 	Increased Costs; Reserves on Eurocurrency Rate Loans	  	 	55	 	
			
3.05	 	Compensation for Losses	  	 	57	 	
			
3.06	 	Survival	  	 	57	 	
			
ARTICLE IV	 	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	  	 	57	 	
			
4.01	 	Conditions of Initial Credit Extension	  	 	57	 	
			
4.02	 	Conditions to all Credit Extensions	  	 	60	 	
			
ARTICLE V	 	REPRESENTATIONS AND WARRANTIES	  	 	60	 	
			
5.01	 	Existence, Qualification and Power	  	 	60	 	
			
5.02	 	Authorization; No Contravention	  	 	61	 	
			
5.03	 	Governmental Authorization; Other Consents	  	 	61	 	
			
5.04	 	Binding Effect	  	 	61	 	
			
5.05	 	Financial Statements; No Material Adverse Effect	  	 	61	 	
			
5.06	 	Litigation	  	 	62	 	
			
5.07	 	No Default	  	 	62	 	
			
5.08	 	Ownership of Property	  	 	62	 	
			
5.09	 	Environmental Compliance	  	 	63	 	
			
5.10	 	Maintenance of Insurance	  	 	63	 	
			
5.11	 	Taxes	  	 	63	 	
			
5.12	 	ERISA Compliance	  	 	63	 	
			
5.13	 	Margin Regulations; Investment Company Act	  	 	64	 	
			
5.14	 	Disclosure	  	 	65	 	
			
5.15	 	Solvency	  	 	65	 	
			
5.16	 	Casualty, Etc	  	 	65	 	
			
5.17	 	Sanctions Concerns and Anti-Corruption Laws	  	 	65	 	
			
5.18	 	Responsible Officers	  	 	65	 	
			
5.19	 	Subsidiaries; Equity Interests; Loan Parties	  	 	66	 	
			
5.20	 	Collateral Representations	  	 	66	 	
			
5.21	 	EEA Financial Institutions	  	 	67	 	
			
5.22	 	Intellectual Property; Licenses, Etc	  	 	68	 	
			
5.23	 	Labor Matters	  	 	68	 	
			
5.24	 	Representations as to Foreign Obligors	  	 	68	 	
			
5.25	 	Company Loan Documents	  	 	69	 	
 
ii

							
ARTICLE VI	 	AFFIRMATIVE COVENANTS	  	 	69	 	
			
6.01	 	Financial Statements	  	 	69	 	
			
6.02	 	Certificates; Other Information	  	 	70	 	
			
6.03	 	Notices	  	 	72	 	
			
6.04	 	Payment of Obligations	  	 	73	 	
			
6.05	 	Preservation of Existence, Etc	  	 	73	 	
			
6.06	 	Maintenance of Properties	  	 	73	 	
			
6.07	 	Maintenance of Insurance	  	 	73	 	
			
6.08	 	Compliance with Laws	  	 	74	 	
			
6.09	 	Books and Records	  	 	74	 	
			
6.10	 	Inspection Rights	  	 	74	 	
			
6.11	 	Use of Proceeds	  	 	75	 	
			
6.12	 	Reserved	  	 	75	 	
			
6.13	 	Covenant to Guarantee Obligations	  	 	75	 	
			
6.14	 	Covenant to Give Security	  	 	75	 	
			
6.15	 	Further Assurances	  	 	76	 	
			
6.16	 	Reserved	  	 	77	 	
			
6.17	 	Compliance with Environmental Laws	  	 	77	 	
			
6.18	 	Preparation of Environmental Reports	  	 	77	 	
			
6.19	 	Approvals and Authorizations	  	 	77	 	
			
6.20	 	Anti-Corruption Laws	  	 	77	 	
			
6.21	 	Post-Closing Obligations	  	 	77	 	
			
6.22	 	Pari Passu Ranking	  	 	78	 	
			
ARTICLE VII	 	NEGATIVE COVENANTS	  	 	78	 	
			
7.01	 	Liens	  	 	78	 	
			
7.02	 	Indebtedness	  	 	80	 	
			
7.03	 	Investments	  	 	82	 	
			
7.04	 	Fundamental Changes	  	 	83	 	
			
7.05	 	Dispositions	  	 	83	 	
			
7.06	 	Restricted Payments	  	 	84	 	
			
7.07	 	Change in Nature of Business	  	 	85	 	
			
7.08	 	Transactions with Affiliates	  	 	85	 	
			
7.09	 	Burdensome Agreements	  	 	85	 	
			
7.10	 	Use of Proceeds	  	 	86	 	
 
iii

							
7.11	 	Financial Covenants	  	 	86	 	
			
7.12	 	Reserved	  	 	86	 	
			
7.13	 	Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation; Form of Entity and Accounting Changes	  	 	86	 	
			
7.14	 	Sale and Leaseback Transactions	  	 	86	 	
			
7.15	 	Prepayments, Etc. of Indebtedness	  	 	86	 	
			
7.16	 	Sanctions	  	 	87	 	
			
7.17	 	Anti-Corruption Laws	  	 	87	 	
			
7.18	 	AstroNova Aerospace, Inc	  	 	87	 	
			
ARTICLE VIII	 	EVENTS OF DEFAULT AND REMEDIES	  	 	87	 	
			
8.01	 	Events of Default	  	 	87	 	
			
8.02	 	Remedies upon Event of Default	  	 	89	 	
			
8.03	 	Application of Funds	  	 	90	 	
			
ARTICLE IX	 	CONTINUING GUARANTY	  	 	90	 	
			
9.01	 	Guaranty	  	 	90	 	
			
9.02	 	Rights of Lender	  	 	91	 	
			
9.03	 	Certain Waivers	  	 	92	 	
			
9.04	 	Obligations Independent	  	 	92	 	
			
9.05	 	Subrogation	  	 	92	 	
			
9.06	 	Termination; Reinstatement	  	 	92	 	
			
9.07	 	Stay of Acceleration	  	 	93	 	
			
9.08	 	Condition of Borrower	  	 	93	 	
			
9.09	 	Appointment of Borrower	  	 	93	 	
			
9.10	 	Right of Contribution	  	 	93	 	
			
9.11	 	Keepwell	  	 	93	 	
			
ARTICLE X	 	MISCELLANEOUS	  	 	94	 	
			
10.01	 	Amendments, Etc	  	 	94	 	
			
10.02	 	Notices; Effectiveness; Electronic Communications	  	 	94	 	
			
10.03	 	No Waiver; Cumulative Remedies; Enforcement	  	 	95	 	
			
10.04	 	Expenses; Indemnity; Damage Waiver	  	 	96	 	
			
10.05	 	Payments Set Aside	  	 	97	 	
			
10.06	 	Successors and Assigns	  	 	97	 	
			
10.07	 	Treatment of Certain Information; Confidentiality	  	 	97	 	
 
iv

							
10.08	 	Right of Setoff	  	 	98	 	
			
10.09	 	Interest Rate Limitation	  	 	99	 	
			
10.10	 	Counterparts; Integration; Effectiveness	  	 	99	 	
			
10.11	 	Survival of Representations and Warranties	  	 	100	 	
			
10.12	 	Severability	  	 	100	 	
			
10.13	 	Governing Law; Jurisdiction; Etc	  	 	100	 	
			
10.14	 	Waiver of Jury Trial	  	 	101	 	
			
10.15	 	Subordination	  	 	102	 	
			
10.16	 	No Advisory or Fiduciary Responsibility	  	 	102	 	
			
10.17	 	Electronic Execution	  	 	103	 	
			
10.18	 	USA PATRIOT Act Notice	  	 	103	 	
			
10.19	 	ENTIRE AGREEMENT	  	 	103	 	
			
10.20	 	Judgment Currency	  	 	103	 	
			
10.21	 	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	  	 	104	 	
 
v

			
BORROWER PREPARED SCHEDULES	
		
Schedule 1.01(b)	  	Responsible Officers	
Schedule 1.01(c)	  	Fiscal Quarters	
Schedule 5.10	  	Insurance	
Schedule 5.12	  	Pension Plans	
Schedule 5.19(a)	  	Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments	
Schedule 5.19(b)	  	Loan Parties	
Schedule 5.20(b)	  	Intellectual Property	
Schedule 5.20(c)	  	Documents, Instrument, and Tangible Chattel Paper	
Schedule 5.20(d)(i)	  	Deposit Accounts & Securities Accounts	
Schedule 5.20(d)(ii)	  	Electronic Chattel Paper & Letter-of-Credit Rights	
Schedule 5.20(e)	  	Commercial Tort Claims	
Schedule 5.20(f)	  	Pledged Equity Interests	
Schedule 5.20(g)	  	Properties	
Schedule 6.14	  	Excluded Accounts; Foreign Accounts	
Schedule 7.01	  	Existing Liens	
Schedule 7.02	  	Existing Indebtedness	
Schedule 7.03	  	Existing Investments	
	
LENDER PREPARED SCHEDULES	
		
Schedule 1.01(a)	  	Certain Addresses for Notices	
		
EXHIBITS	  		
		
Exhibit A	  	Form of Compliance Certificate	
Exhibit B	  	Form of Joinder Agreement	
Exhibit C	  	Form of Loan Notice	
Exhibit D	  	Form of Permitted Acquisition Certificate	
Exhibit E	  	Form of Solvency Certificate	
Exhibit F	  	Form of Notice of Loan Prepayment	

vi

CREDIT AGREEMENT
This CREDIT AGREEMENT is entered into as of February 28, 2017, among ASTRONOVA, INC., a Rhode Island corporation (the “ U.S. Borrower ” or the “ Company ”), the Guarantors (defined herein), ANI APS, a Danish private limited liability company (the “ Danish Borrower ” and together with the U.S. Borrower, the “ Borrowers ” and each a “ Borrower ”), and BANK OF AMERICA, N.A., as the Lender.
PRELIMINARY STATEMENTS :
WHEREAS , the Loan Parties (as hereinafter defined) have requested that the Lender make loans and other financial accommodations to the Loan Parties in an aggregate amount of up to $19,200,000.
WHEREAS , the Lender has agreed to make such loans and other financial accommodations to the Loan Parties on the terms and subject to the conditions set forth herein.
NOW THEREFORE , in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
 
1.01	Defined Terms .	
As used in this Agreement, the following terms shall have the meanings set forth below:
“ Acquisition ” means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the Voting Stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest, or (b) assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person.
“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
“ Agreement ” means this Credit Agreement.
“ Agreement Currency ” has the meaning specified in Section 10.20.
“ Alternative Currency ” means each of the following currencies: Euros, British Pounds, Canadian Dollars and Danish Krone, together with each other currency (other than Dollars) that is approved in accordance with Section 1.09; provided that for each Alternative Currency, such requested currency is an Eligible Currency.
 
1

“ Alternative Currency Equivalent ” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Lender at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.
“ Alternative Currency Sublimit ” means an amount equal to the lesser of the Commitments and $10,000,000. The Alternative Currency Sublimit is part of, and not in addition to, the Commitments.
“ Applicable Rate ” means, for any day, the rate per annum set forth below opposite the applicable Level then in effect (based on the Consolidated Leverage Ratio):

Applicable Rate	
						
Level	  	Consolidated
Leverage Ratio	  	Eurocurrency
Rate	  	Letter of
Credit Fees	  	Base Rate	  	Commitment Fee	
1	  	< 1.00:1	  	100 bps	  	100 bps	  	0 bps	  	25 bps	
2	  	> 1.00:1 but
< 2.00:1	  	125 bps	  	125 bps	  	25 bps	  	25 bps	
3	  	> 2.00:1	  	150 bps	  	150 bps	  	50 bps	  	25 bps	
Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided , however , that if a Compliance Certificate is not delivered when due in accordance with such Section, then, Pricing Level 3 shall apply unless otherwise agreed to by the Lender, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the first Business Day following the date on which such Compliance Certificate is delivered.
Notwithstanding anything to the contrary contained in this definition, (a) the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b) and (b) the initial Applicable Rate shall be set forth in Level 2 until the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a) for the first fiscal quarter end to occur following the Closing Date to the Lender. Any adjustment in the Applicable Rate shall be applicable to all Credit Extensions then existing or subsequently made or issued.
“ Applicable Time ” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Lender to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.
“ Approved Fund ” means, any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“ Attributable Indebtedness ” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized
 
2

amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease.
“ Audited Financial Statements ” means the audited Consolidated balance sheet of the Company and its Subsidiaries for each of the fiscal years ended January 31, 2014, January 31, 2015 and January 31, 2016, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries, including the notes thereto.
“ Authorization to Share Insurance Information ” means the authorization in form and substance satisfactory to the Lender (or such other form as required by each of the Loan Party’s insurance companies).
“ Availability Period ” means in respect of the Revolving Facility, the period from and including the Closing Date to the earliest of (i) the Maturity Date for the Revolving Facility, (ii) the date of termination of the Revolving Commitments pursuant to Section 2.06, and (iii) the date of termination of the Commitment of the Lender to make Revolving Loans and L/C Credit Extensions pursuant to Section 8.02.
“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
“ Bank of America ” means Bank of America, N.A. and its successors.
“ Base Rate ” means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus one-half of one percent (0.50%), (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurocurrency Rate plus one percent (1.00%); and if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.
“ Base Rate Loan ” means a Revolving Loan or a Term Loan that bears interest based on the Base Rate. All Base Rate Loans are only available to the U.S. Borrower and Loans denominated in Dollars.
“ Borrower ” and “ Borrowers ” each has the meaning specified in the introductory paragraph hereto.
“ Borrowing ” means a Revolving Borrowing or a Term Borrowing, as the context may require.
 
3

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Lender’s Office is located and:
(a)    if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day that is also a London Banking Day;
(b)    if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day;
(c)    if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and
(d)    if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.
“ Canadian Dollar ” and “ CAD ” means the lawful currency of Canada.
“ Capital Expenditures ” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations, and excluding Acquisitions).
“ Capitalized Leases ” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.
“ Cash Collateralize ” means, to pledge and deposit with or deliver to the Lender, as collateral for L/C Obligations or the Obligations, (a) cash or deposit account balances, (b) backstop letters of credit entered into on terms, from issuers and in amounts satisfactory to the Lender, and/or (c) if the Lender shall agree, in its sole discretion, other credit support, in each case, in Dollars and pursuant to documentation in form and substance reasonably satisfactory to the Lender. “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
“ Cash Equivalents ” means any of the following types of Investments, to the extent owned by the Company or any of its Subsidiaries free and clear of all Liens (other than Permitted Liens):
(a)    readily marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof having maturities of not more than twelve (12) months from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof;
(b)    time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is the Lender or (B) is organized under the laws of the United
 
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States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than ninety (90) days from the date of acquisition thereof;
(c)    commercial paper issued by any Person organized under the laws of any state of the United States and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof; and
(d)    Investments, classified in accordance with GAAP as current assets of the Company or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition.
“ Cash Management Agreement ” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.
“ CFC ” means a Person that is a controlled foreign corporation under Section 957 of the Code.
“ Change in Law ” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
“ Change of Control ” means an event or series of events by which
(a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of thirty-five percent (35%) or more of the Equity Interests of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right); or
 
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(b)    during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.
“ Closing Date ” means the date hereof.
“ Code ” means the Internal Revenue Code of 1986.
“ Collateral ” means all of the “ Collateral ” referred to in the Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Lender for the benefit of the Secured Parties.
“ Collateral Documents ” means, collectively, the Security Agreement, each Joinder Agreement, each of the collateral assignments, security agreements, pledge agreements or other similar agreements delivered to the Lender pursuant to Section 6.13, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Lender for the benefit of the Secured Parties.
“ Commitment ” means the Term Commitment or the Revolving Commitment, as the context may require.
“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq .), as amended from time to time, and any successor statute.
“ Company ” has the meaning specified in the introductory paragraph hereto.
“ Compliance Certificate ” means a certificate substantially in the form of Exhibit  A .
“ Connection Income Taxes ” means Other Connection Taxes that are imposed or measured by net income (however denominated) or that are franchise taxes or branch profits taxes.
“ Consolidated ” means, when used with reference to financial statements or financial statement items of the Company and its Subsidiaries or any other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP.
“ Consolidated Capital Expenditures ” means, for any period, for the Company and its Subsidiaries on a Consolidated basis, all Capital Expenditures but excluding expenditures to the extent made with the proceeds of any Involuntary Disposition used to purchase property that is useful in the business of the Company and its Subsidiaries.
 
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“ Consolidated EBITDA ” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Company and its Subsidiaries in accordance with GAAP, (a) Consolidated Net Income for the most recently completed Measurement Period plus (b) the following to the extent deducted in calculating such Consolidated Net Income (without duplication): (i) Consolidated Interest Charges, (ii) the provision for federal, state, local and foreign income taxes payable, (iii) depreciation and amortization expense and (iv) non-cash charges and losses (excluding any such non-cash charges or losses to the extent (A) there were cash charges with respect to such charges and losses in past accounting periods or (B) there is a reasonable expectation that there will be cash charges with respect to such charges and losses in future accounting periods) and (iv) in connection with any Permitted Acquisition (including without limitation the Danish Acquisition), all reasonable transaction fees, costs, charges and expenses incurred before or within 120 days following the consummation of such acquisition in the aggregate amount not to exceed $1,000,000 per four Fiscal Quarter period, less (c) without duplication and to the extent reflected as a gain or otherwise included in the calculation of Consolidated Net Income for such period (i) non-cash gains (excluding any such non-cash gains to the extent (A) there were cash gains with respect to such gains in past accounting periods or (B) there is a reasonable expectation that there will be cash gains with respect to such gains in future accounting periods).
“ Consolidated Fixed Charge Coverage Ratio ” means, as of any date of determination, the ratio of (a) (i) Consolidated EBITDA, less (ii) the aggregate amount of all non-financed cash Capital Expenditures, less (iii) Restricted Payments paid in cash, less (iv) the aggregate amount of all federal, state, local and foreign income taxes paid in cash to (b) the sum of (i) Consolidated Interest Charges to the extent paid in cash, and (ii) the aggregate principal amount of all redemptions or similar acquisitions for value of outstanding debt for borrowed money or regularly scheduled principal payments on debt for borrowed money, but excluding any such payments to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02, in each case, of or by the Company and its Subsidiaries for the most recently completed Measurement Period.
“ Consolidated Funded Indebtedness ” means, as of any date of determination, for the Company and its Subsidiaries on a Consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all purchase money Indebtedness; (c) the maximum amount available to be drawn under issued and outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business); (e) all Attributable Indebtedness; (f) all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (f) above of Persons other than the Company or any Subsidiary; and (h) all Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Company or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Company or such Subsidiary.
“ Consolidated Interest Charges ” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to
 
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the extent treated as interest in accordance with GAAP, (b) all interest paid or payable with respect to discontinued operations and (c) the portion of rent expense under Capitalized Leases that is treated as interest in accordance with GAAP, in each case, of or by the Company and its Subsidiaries on a Consolidated basis for the most recently completed Measurement Period.
“ Consolidated Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Measurement Period.
“ Consolidated Net Income ” means, at any date of determination, the net income (or loss) of the Company and its Subsidiaries on a Consolidated basis for the most recently completed Measurement Period; provided that Consolidated Net Income shall exclude (a) extraordinary gains and extraordinary losses and charges for such Measurement Period, (b) the net income of any Subsidiary during such Measurement Period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Subsidiary during such Measurement Period, except that the Company’s equity in any net loss of any such Subsidiary for such Measurement Period shall be included in determining Consolidated Net Income, and (c) any income (or loss) for such Measurement Period of any Person if such Person is not a Subsidiary, except that the Company’s equity in the net income of any such Person for such Measurement Period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such Measurement Period to the Borrowers or a Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Subsidiary, such Subsidiary is not precluded from further distributing such amount as described in clause (b) of this proviso).
“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote ten percent (10%) or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.
“ Cost of Acquisition ” means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without duplication): (a) the value of the Equity Interests of the Company or any Subsidiary to be transferred in connection with such Acquisition, (b) the amount of any cash and fair market value of other property (excluding property described in clause (a) and the unpaid principal amount of any debt instrument) given as consideration in connection with such Acquisition, (c) the amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred, assumed or acquired by a Borrower or any Subsidiary in connection with such Acquisition, (d) the amounts of all additional purchase price amounts in the form of earnouts and other contingent obligations that should be recorded on the financial statements of the Company and its Subsidiaries in accordance with GAAP in connection with such Acquisition, (e) the amounts of all amounts paid in respect of covenants not to compete and consulting agreements that should be recorded on the financial statements of the Company and its Subsidiaries in accordance with GAAP, and other affiliated contracts in connection with such Acquisition, and (f) the aggregate fair market value
 
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of all other consideration given by the Company or any Subsidiary in connection with such Acquisition. For purposes of determining the Cost of Acquisition for any transaction, the Equity Interests of the Company or any Subsidiary shall be valued in accordance with GAAP.
“ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
“ Danish Acquisition ” means the Acquisition of the Danish Target by the Danish Borrower pursuant to the Share Purchase Agreement.
“ Danish Borrower ” has the meaning specified in the introductory paragraph hereto.
“ Danish Krone ” means the lawful currency of Denmark.
“ Danish Target ” means Trojanlabel ApS, a Danish private limited liability company.
“ Debt Issuance ” means the issuance by any Loan Party or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 7.02(a) through (m).
“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.
“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
“ Default Rate ” means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2%) in excess of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available, a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Loans that are Base Rate Loans plus two percent (2%), in each case, to the fullest extent permitted by applicable Law.
“ Designated Lender ” shall have the meaning set forth in Section 3.02(b).
“ Designated Jurisdiction ” means any country or territory to the extent that such country or territory is the subject of any Sanction.
“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction) of any property by the Company or any Subsidiary (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
“ Disqualified Equity Interest ” means any Equity Interest that (a) by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than solely for Equity Interests that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely for Equity
 
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Interests that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), in whole or in part, on or prior to the date that is 181 days after the Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or other Indebtedness or (ii) any Equity Interest referred to in clause (a) above (other than solely for Equity Interests that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), in each case at any time on or prior to the date that is 180 days after the Maturity Date, (c) contains any repurchase obligation that may come into effect prior to payment in full of all Obligations, (d) requires cash dividend payments (other than distributions permitted pursuant to Section 7.06(e)) prior to the date that is 181 days after the Maturity Date; provided , however , that (i) an Equity Interest in any Person that would not constitute a Disqualified Equity Interest but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an “asset sale” or a “change of control” (or similar event, however denominated) shall not constitute a Disqualified Equity Interest if any such requirement becomes operative only after repayment in full of all the Loans and all other Obligations that are accrued and payable, the cancellation, expiration or Cash Collateralization of all Letters of Credit and the termination or expiration of the Commitments and (ii) an Equity Interest in any Person that is issued to any employee or to any plan for the benefit of employees or by any such plan to such employees shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by such Person or any of its subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.
“ Dollar ” and “ $ ” mean lawful money of the United States.
“ Dollar Equivalent ” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Lender at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.
“ Domestic Guaranteed Obligation s” has the meaning set forth in Section 9.01(a).
“ Domestic Guarantors ” means (i) as of the Closing Date, each of the Domestic Subsidiaries of the Company, if any, set forth on signature pages to this Agreement under the heading “Domestic Guarantor”, (ii) each other Domestic Subsidiary as may from time to time become a party to this Agreement pursuant to Section 6.13, (iii) the U.S. Borrower with respect to the Term Loan and any other Foreign Subsidiary Secured Obligations, and (iv) the U.S. Borrower with respect to Secured Obligations owing by any Loan Party under Secured Cash Management Agreements and Secured Hedge Agreements and any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 9.01 and 9.11) under the Guaranty .
“ Domestic Guaranty ” means, collectively, the Guarantee made by the Domestic Guarantors under Article IX in favor of the Secured Parties with respect to the Domestic Guaranteed Obligations, together with each other guaranty with respect to the Domestic Guaranteed Obligations delivered pursuant to Section 6.13.
“ Domestic Subsidiary ” means any direct or indirect Subsidiary of the Company that is organized under the laws of any political subdivision of the United States.
“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity
 
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established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;
“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“ Eligible Currency ” means any lawful currency other than Dollars that is readily available, freely transferable and convertible into Dollars in the international interbank market available to the Lender in such market and as to which a Dollar Equivalent may be readily calculated. If, after the designation by the Lender of any currency as an Alternative Currency, any change in currency controls or exchange regulations or any change in the national or international financial, political or economic conditions are imposed in the country in which such currency is issued, result in, in the reasonable opinion of the Lender (in the case of any Loans or Letters of Credit to be denominated in an Alternative Currency), (a) such currency no longer being readily available, freely transferable and convertible into Dollars, (b) a Dollar Equivalent is no longer readily calculable with respect to such currency, (c) providing such currency is impracticable for the Lender or (d) no longer a currency in which the Lender is willing to make such Credit Extensions (each of (a), (b), (c), and (d) a “ Disqualifying Event ”), then the Lender shall promptly notify the Borrowers, and such country’s currency shall no longer be an Alternative Currency until such time as the Disqualifying Event(s) no longer exist. Within, five (5) Business Days after receipt of such notice from the Lender, the Borrowers shall repay all Loans in such currency to which the Disqualifying Event applies or convert such Loans into the Dollar Equivalent of Loans in Dollars, subject to the other terms contained herein.
“ Environmental Laws ” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.
“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrowers, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any Environmental Law.
“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in)
 
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such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
“ Equity Issuance ” means, any issuance by any Loan Party or any Subsidiary to any Person of its Equity Interests, other than (a) any issuance of its Equity Interests pursuant to the exercise of options or warrants, (b) any issuance of its Equity Interests pursuant to the conversion of any debt securities to equity or the conversion of any class of equity securities to any other class of equity securities, (c) any issuance of options or warrants relating to its Equity Interests, and (d) any issuance by a Loan Party of its Equity Interests as consideration for a Permitted Acquisition. The term “Equity Issuance” shall not be deemed to include any Disposition or any Debt Issuance.
“ ERISA ” means the Employee Retirement Income Security Act of 1974.
“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Borrowers within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of a Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Borrower or any ERISA Affiliate or (g) a failure by a Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by a Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.
“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“ Euro ” and “ € ” mean the single currency of the Participating Member States.
“ Eurocurrency Rate ” means:
(a)    for any Interest Period, with respect to any Credit Extension:
(i)    denominated in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank Offered Rate (“ LIBOR ”), or a comparable or successor rate which rate is approved by the Lender, as published on the applicable Bloomberg screen page (or
 
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such other commercially available source providing such quotations as may be designated by the Lender from time to time) (in such case, the “ LIBOR Rate ”) at or about 11:00 a.m. (London time) on the Rate Determination Date, for deposits in the relevant currency, with a term equivalent to such Interest Period;
(ii)    denominated in Canadian Dollars, the rate per annum equal to the Canadian Dollar Offered Rate (“ CDOR ”), or a comparable or successor rate which rate is approved by the Lender, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Lender from time to time) (in such case, the “ CDOR Rate ”) at or about 10:00 a.m. (Toronto, Ontario time) on the first day of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Lender) or if such day is not a Business Day, then on the immediately preceding Business Day) with a term equivalent to such Interest Period;
(iii)    with respect to any Credit Extension denominated in any other Non-LIBOR Quoted Currency, the rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Lender and the relevant Lenders pursuant to Section 1.09(a); and
(b)    for any interest rate calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at or about 11:00 a.m. (London time) determined two (2) Business Days prior to such date for Dollar deposits being delivered in the London interbank market for deposits in Dollars with a term of one (1) month commencing that day;
provided that (i) to the extent a comparable or successor rate is approved by the Lender in connection with any rate set forth in this definition, the approved rate shall be applied in a manner consistent with market practice; provided , further that to the extent such market practice is not administratively feasible for the Lender, such approved rate shall be applied in a manner as otherwise reasonably determined by the Lender and (ii) if the Eurocurrency Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.
“ Eurocurrency Rate Loan ” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurocurrency Rate”. Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency. All Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans.
“ Event of Default ” has the meaning specified in Section 8.01.
“ Excluded Accounts ” has the meaning specified in Section 6.14(d).
“ Excluded Property ” means, with respect to any Loan Party, (a) any owned or leased real property, (b) unless requested by the Lender, any Intellectual Property for which a perfected Lien thereon is not effected either by filing of a Uniform Commercial Code financing statement or by appropriate evidence of such Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office, (c) unless requested by Lender, any personal property (other than personal property described in clause (b) above) for which the attachment or perfection of a Lien thereon is not governed by the Uniform Commercial Code, and (d) the Equity Interests of any Foreign Subsidiary of any Loan Party to the extent not required to be pledged to secure the Secured Obligations pursuant to the Collateral Documents.
 
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“ Excluded Swap Obligation ” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 9.11 and any other “keepwell, support or other agreement” for the benefit of such Loan Party and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Loan Party, or grant by such Loan Party of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition.
“ Excluded Taxes ” means any of the following Taxes, imposed on or with respect to the Lender or required to be withheld or deducted from a payment to the Lender, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of the Lender being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) any U.S. federal withholding Taxes imposed on amounts payable to or for the account of the Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) the Lender acquires such interest in the Loan or Commitment or (ii) the Lender changes its lending office, except, in each case, to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were payable to the Lender immediately before it changed its lending office, or (c) Taxes attributable to the Lender’s failure to comply with Section 3.01.
“ Existing Credit Agreement ” means the Three-Year Revolving Line of Credit Agreement, dated September 5, 2014, by and between the Company and Wells Fargo Bank.
“ Extraordinary Receipt ” means any cash received by or paid to or for the account of any Person not in the ordinary course of business constituting proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings and proceeds of Involuntary Dispositions), indemnity payments and any purchase price adjustments (to the extent that such indemnity payments or purchase price adjustments are received in connection with an acquisition that was financed with the proceeds of any Loans, including without limitation the Danish Acquisition); provided, however , that an Extraordinary Receipt shall not include (a) cash receipts from proceeds of insurance, indemnity payments or purchase price adjustments to the extent that such proceeds, awards or payments are received by any Person in respect of any third party claim against such Person and applied to pay (or to reimburse such Person for its prior payment of) such claim and the costs and expenses of such Person with respect thereto or (b) with respect to proceeds of insurance, to the extent that the amounts so received are applied within one hundred eighty (180) days of receipt of such amounts for the purpose of repairing or remedying the condition giving rise to the claim for insurance or to replace the affected property or assets with assets used or useful in the business of such Person.
“ Facility ” means the Term Facility or the Revolving Facility, as the context may require.
“ Facility Office ” means the office designated by the Lender through which the Lender will perform its obligations under this Agreement.
 
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“ Facility Termination Date ” means the date as of which all of the following shall have occurred: (a) the Commitments have terminated, (b) all Obligations have been paid in full (other than contingent indemnification obligations), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Lender shall have been made).
“ FASB ASC ” means the Accounting Standards Codification of the Financial Accounting Standards Board.
“ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Lender.
“ Fiscal Quarter ” means each fiscal quarter of the Company, as set forth on Schedule 1.01(c) attached hereto.
“ Foreign Accounts ” has the meaning specified in Section 6.14(d).
“ Foreign Cash Equivalents ” means Investments denominated in Dollars, Canadian Dollars, Sterling, Euro or Danish Krone wholly owned by any of the Foreign Subsidiaries free and clear of all Liens (other than Permitted Liens) and not guaranteed by any member of the Group in: (a) certificates of deposit maturing within one year after the date of acquisition thereof and issued by a bank or financial institution that (i) is organized under the laws of the United Kingdom, Canada, the Republic of Ireland, Denmark, France or Germany, (ii) which has a rating for its long-term unsecured and non credit-enhanced debt obligations of at least “Prime-1” (or the then equivalent grade) by Moody’s, at least “F1” (or the then equivalent grade) by Fitch Ratings Ltd or at least “A-1” (or the then equivalent grade) by S&P, and (iii) has combined capital and surplus of at least $1,000,000,000; (b) readily marketable debt obligations issued or directly and fully guaranteed by the government of the United Kingdom, Canada, the Republic of Ireland, Denmark, France or Germany, or by any agency or instrumentality of any of them having an equivalent credit rating, maturing within twelve (12) months from the date of acquisition thereof and not convertible or exchangeable to any other security; provided that the full faith and credit of such foreign country is pledged in support thereof and that obligations issued by such foreign country, agency or instrumentality are rated at least “Prime-1” (or the then equivalent grade) by Moody’s, at least “F1” (or the then equivalent grade) by Fitch Ratings Ltd or at least “A-1” (or the then equivalent grade) by S&P; (c) commercial paper not convertible or exchangeable to any other security for which a recognised trading market exists issued by any Person organized under the laws of the United Kingdom, Cananda, the Republic of Ireland, Denmark, France or Germany which matures within one year after the date of acquisition thereof and which has a credit rating of at least “Prime-1” (or the then equivalent grade) by Moody’s, at least “F1” (or the then equivalent grade) by Fitch Ratings Ltd or at least “A-1” (or the then equivalent grade) by S&P; or (d) money market funds which invest substantially all their assets in securities of the types described in paragraphs (a) to (c) above which have a credit rating of at least “Prime-1” (or the then equivalent grade) by Moody’s, at least “F1” (or the then equivalent grade) by Fitch Ratings Ltd or at least “A-1” (or the then equivalent grade) by S&P, in each case to the extent that investment can be turned into cash on not more than 30 days’ notice.
 
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“ Foreign Guaranteed Obligations ” has the meaning set forth in Section 9.01(b).
“ Foreign Guarantor ” means (i) as of the Closing Date, each of the Foreign Subsidiaries of the Company set forth on the signature pages to this Agreement under the heading “Foreign Guarantor”, (ii) each other Foreign Subsidiary of the Company as may from time to time become a party to this Agreement pursuant to Section 6.13 and (iii) the Danish Borrower with respect to Secured Obligations owing by any Foreign Subsidiary which is a Loan Party under Secured Cash Management Agreements and Secured Hedge Agreements and any Swap Obligation of any Foreign Subsidiary which is a Specified Loan Party (determined before giving effect to Sections 9.01 and 9.11) under the Guaranty.
“ Foreign Obligation Loan Documents ” means all legal documentation entered into between the Danish Borrower or any Foreign Guarantor and the Foreign Obligation Provider in connection with the Foreign Subsidiary Secured Obligations.
“ Foreign Obligation Provider ” shall have the meaning set forth in the definition of Foreign Subsidiary Secured Obligations.
“ Foreign Obligations ” means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, the Danish Borrower or any Foreign Subsidiary which is a Loan Party or other Foreign Obligor arising under this Agreement or any other Loan Document or otherwise with respect to the Term Loan, and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement by or against the Danish Borrower or any Foreign Guarantor pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided that the Foreign Obligations shall exclude (i) any Excluded Swap Obligations and (ii) any U.S. Obligations and any other obligations owing by the Company or any Domestic Subsidiary under the Loan Documents, any Secured Cash Management Agreements, or any Secured Hedge Agreement or otherwise.
“ Foreign Obligor ” means a Loan Party that is a Foreign Subsidiary.
“ Foreign Subsidiary ” means any direct or indirect Subsidiary of the Company that is not a Domestic Subsidiary.
“ Foreign Subsidiary Guaranty ” means, collectively, the Guarantee made by the Foreign Guarantors under Article IX in favor of the Secured Parties with respect to the Foreign Guaranteed Obligations, together with each other guaranty with respect to the Foreign Guaranteed Obligations delivered pursuant to Section 6.13.
“ Foreign Subsidiary Secured Obligations ” means all unpaid principal of, accrued and unpaid interest and fees and reimbursement obligations, and all expenses, reimbursements, indemnities and other obligations under or with respect to, all advances to, and debts, liabilities, obligations, covenants and duties of the Danish Borrower or any other Foreign Subsidiary arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit owing by the Danish Borrower or any other Foreign Subsidiary to Bank of America or any office, branch or Affiliate of Bank of America (each a “ Foreign Obligation Provider ”) and all costs and expenses incurred in connection with the enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to
 
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become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement by or against the Danish Borrower or any Foreign Subsidiary or any Affiliate thereto pursuant to any proceeding under any Debt Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding, including without limitation, (a) the Term Loan and other Foreign Obligations, (b) all obligations of the Danish Borrower or any other Foreign Subsidiary arising under Secured Cash Management Agreements and Secured Hedge Agreements, and (c) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement by or against the Danish Borrower or any other Foreign Subsidiary pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided that Foreign Subsidiary Secured Obligations shall exclude (i) any Excluded Swap Obligations with respect to the Danish Borrower or any other Foreign Subsidiary and (ii) any U.S. Obligations and any other obligations owing by the Company or any Domestic Subsidiary under the Loan Documents, any Secured Cash Management Agreements, or any Secured Hedge Agreement or otherwise.
“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.
“ Funding Indemnity Letter ” means a funding indemnity letter in form and substance reasonably acceptable to the Lender.
“ GAAP ” means generally accepted accounting principles in the United States set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession) including, without limitation, the FASB Accounting Standards Codification, that are applicable to the circumstances as of the date of determination, consistently applied and subject to Section 1.03.
“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including, without limitation, the Financial Conduct Authority, the Prudential Regulation Authority and any supra-national bodies such as the European Union or the European Central Bank).
“ Guarantee ” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of the kind described in clauses (a) through (g) of the definition thereof or other obligation payable or performable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof
 
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(in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness of the kind described in clauses (a) through (g) of the definition thereof or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed or expressly undertaken by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “ Guarantee ” as a verb has a corresponding meaning.
“ Guarantors ” means, collectively, the Foreign Guarantors and the Domestic Guarantors.
“ Guaranty ” means the Foreign Subsidiary Guaranty and the Domestic Guaranty, as applicable.
“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any form regulated pursuant to any Environmental Law.
“ Honor Date ” has the meaning set forth in Section 2.03(c).
“ IFRS ” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein.
“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b)    the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;
(c)    net obligations of such Person under any Swap Contract;
(d)    all obligations (including, without limitation, earnout obligations) of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);
(e)    indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;
(f)    all Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person;
 
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(g)    all Disqualified Equity Interests of such Person, valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and
(h)    all Guarantees of such Person in respect of any of the foregoing.
For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.
“ Indemnitees ” has the meaning specified in Section 10.04(b).
“ Information ” has the meaning specified in Section 10.07.
“ Intellectual Property ” has the meaning set forth in the Security Agreement.
“ Intercompany Debt ” has the meaning specified in Section 7.02(d).
“ Interest Payment Date ” means, (a) as to any Eurocurrency Rate Loan the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided , however , that if any Interest Period for a Eurocurrency Rate Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each Fiscal Quarter and the Maturity Date of the Facility under which such Loan was made.
“ Interest Period ” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one (1), two (2) or three (3) months thereafter (in each case, subject to availability for the interest rate applicable to the relevant currency), as selected by a Borrower in the applicable Loan Notice; provided that:
(a)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b)    any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(c)    no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.
“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person consisting of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other Indebtedness or interest in, another Person (including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor guarantees Indebtedness of such other Person), or (c) the purchase or other acquisition (in one transaction or a series
 
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of transactions) of assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.
“ Involuntary Disposition ” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any Subsidiary.
“ IRS ” means the United States Internal Revenue Service.
“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).
“ Issuer Documents ” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the Lender and the U.S. Borrower (or any Subsidiary) or in favor of the Lender and relating to such Letter of Credit.
“ Joinder Agreement ” means a joinder agreement substantially in the form of Exhibit  B executed and delivered in accordance with the provisions of Section 6.13.
“ Judgment Currency ” has the meaning specified in Section 10.20.
“ Laws ” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
“ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.
“ L/C Obligations ” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
“ Lender ” means Bank of America, N.A. (or any of its designated branch offices or affiliates) and its successors and assigns. The term “Lender” shall include any Designated Lender.
“ Lender’s Office ” means, with respect to any currency, the Lender’s address and, as appropriate, account as set forth on Schedule 1.01(a) with respect to such currency, or such other address or account with respect to such currency as the Lender may from time to time notify the Borrowers; which office may include any Affiliate of the Lender or any domestic or foreign branch of the Lender or such Affiliate.
 
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“ Letter of Credit ” means any standby letter of credit issued hereunder. Letters of Credit may be issued in Dollars or in an Alternative Currency.
“ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the Lender.
“ Letter of Credit Expiration Date ” means the day that is seven (7) days prior to the Maturity Date then in effect for the Revolving Facility (or, if such day is not a Business Day, the next preceding Business Day).
“ Letter of Credit Fee ” has the meaning specified in Section 2.03(g).
“ Letter of Credit Sublimit ” means an amount equal to the lesser of (a) $5,000,000 and (b) the Revolving Facility. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Facility.
“ LIBOR ” has the meaning specified in the definition of Eurocurrency Rate.
“ LIBOR Quoted Currency ” means Dollars and Euros, in each case as long as there is a published LIBOR rate with respect thereto.
“ Lien ” means any mortgage, pledge, hypothecation, collateral assignment, collateral deposit arrangement, encumbrance, lien (statutory or otherwise), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property and any financing lease having substantially the same economic effect as any of the foregoing).
“ Liquidity ” means the unrestricted cash and Cash Equivalents of the U.S. Loan Parties.
“ Loan ” means an extension of credit by the Lender to a Borrower under Article II in the form of a Term Loan or a Revolving Loan.
“ Loan Documents ” means, collectively, (a) this Agreement, (b) the Guaranty, (c) the Collateral Documents, (d) each Issuer Document, (e) each Joinder Agreement, (f) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.12, and (g) all other certificates, agreements, documents and instruments executed and delivered, in each case, by or on behalf of any Loan Party pursuant to the foregoing (but specifically excluding any Secured Hedge Agreement or any Secured Cash Management Agreement).
“ Loan Notice ” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit C or such other form as may be approved by the Lender (including any form on an electronic platform or electronic transmission system as shall be approved by the Lender), appropriately completed and signed by a Responsible Officer of the Borrowers.
“ Loan Parties ” means, collectively, the Borrower s and each Guarantor.
“ London Banking Day ” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.
 
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“ Mandatory Cost ” means any amount incurred periodically by the Lender during the term of the Facility which constitutes fees, costs or charges imposed on lenders generally in the jurisdiction in which the Lender is domiciled, subject to regulation, or has its Facility Office by any Governmental Authority.
“ Master Agreement ” has the meaning set forth in the definition of “Swap Contract.”
“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Lender under any Loan Document, or of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.
“ Maturity Date ” means (a) with respect to the Revolving Facility, January 31, 2022 and (b) with respect to the Term Facility, January 31, 2022; provided , however , that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.
“ Measurement Period ” means, at any date of determination, the most recently completed four (4) fiscal quarters of the Company; provided for purposes of calculation of any item in a financial ratio or a financial covenant, any Acquisition or Disposition occurring during or after such Measurement Period shall be calculated on a Pro Forma Basis.
“ Minimum Collateral Amount ” means, at any time, with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.12(a)(i) or (a)(ii), an amount equal to 105% of the Outstanding Amount of all L/C Obligations, and (d) otherwise, an amount determined by Lender in its Permitted Discretion, provided such amount shall not exceed $105%.
“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.
“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which a Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions.
“ Multiple Employer Plan ” means a Plan which has two or more contributing sponsors (including a Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.
“ Net Cash Proceeds ” means the aggregate cash or Cash Equivalents proceeds received by any Loan Party or any Subsidiary in respect of any Disposition, Equity Issuance, Debt Issuance or Involuntary Disposition, net of (a) direct costs incurred in connection therewith (including, without limitation, legal, accounting and investment banking fees and sales commissions), (b) taxes paid or payable as a result thereof, (c) in the case of any Disposition or any Involuntary Disposition, the amount necessary to retire any Indebtedness secured by a Permitted Lien on the related property; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by any Loan Party or any Subsidiary in any Disposition, Equity Issuance, Debt Issuance or Involuntary Disposition, provided that with respect to any Disposition or Involuntary Disposition, and (d) so long as no Event of Default exists, all money actually reinvested within one hundred eighty (180) days of receipt of such cash proceeds to replace the affected
 
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assets with assets used or useful in the business, or repair, replace or reconstruct damaged property or property affected by loss, destruction, damage, condemnation, confiscation, requisition, seizure or taking, as applicable, and in each case, only if such proceeds are held in a deposit account subject to the control of Lender until such proceeds are actually applied to replace, repair or reconstruct such property, as the case may be (with such proceeds remaining in such deposit account after the one hundred eighty (180) period day set forth above constituting Net Cash Proceeds received by a Loan Party immediately after the expiration of such period).
“ Non-Extension Notice Date ” has the meaning specified in Section 2.03(b)(iv).
“ Non-LIBOR Quoted Currency ” means any currency other than a LIBOR Quoted Currency.
“ Non-Reinstatement Deadline ” has the meaning specified in Section 2.03(b)(iv).
“ Notice of Loan Prepayment ” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit F or such other form as may be approved by the Lender (including any form on an electronic platform or electronic transmission system as shall be approved by the Lender), appropriately completed and signed by a Responsible Officer.
“ Obligations ” means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided that Obligations of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party. The Obligations shall include the Foreign Obligations and the U.S. Obligations.
“ OFAC ” means the Office of Foreign Assets Control of the United States Department of the Treasury.
“ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability company agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction); (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction) and (d) with respect to all entities, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction).
“ Other Connection Taxes ” means, with respect to the Lender, any Taxes now or hereafter imposed as a result of a present or former connection between the Lender and the jurisdiction (or any political subdivision thereof) imposing such charge (other than connections arising from the Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document).
 
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“ Other Taxes ” means all present or future documentary, stamp, court, intangible, recording, filing or similar Taxes that arise from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, any Loan Document.
“ Outstanding Amount ” means (a) with respect to Term Loans and Revolving Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans and Revolving Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrowers of Unreimbursed Amounts.
“ Participating Member State ” means any member state of the European Union that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
“ Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).
“ PBGC ” means the Pension Benefit Guaranty Corporation.
“ Pension Act ” means the Pension Protection Act of 2006.
“ Pension Funding Rules ” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.
“ Pension Plan ” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by a Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.
“ Permitted Acquisition ” means an Acquisition by a Loan Party (the Person or division, line of business or other business unit of the Person to be acquired in such Acquisition shall be referred to herein as the “ Target ”), in each case that is a type of business (or assets used in a type of business) permitted to be engaged in by the Company and its Subsidiaries pursuant to the terms of this Agreement, in each case so long as:
(a)    no Default shall then exist or would exist after giving effect thereto;
(b)    the Loan Parties shall demonstrate to the reasonable satisfaction of the Lender that, after giving effect to the Acquisition on a Pro Forma Basis,  the Loan Parties are in Pro Forma Compliance;
 
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(c)    the Lender shall have received (or shall receive within 30 days after the closing of such Acquisition) a first priority perfected security interest (subject only to Permitted Liens) in all property (including, without limitation, Equity Interests) acquired with respect to the Target in accordance with the terms of Section 6.13 and the Target, if a Person, (i) shall become a wholly-owned Subsidiary of a Loan Party and, if the Target is a Foreign Subsidiary, the Loan Parties shall comply with the limitations set forth in Section 7.03 and (ii) shall, within 30 days after the closing of such Acquisition, a Joinder Agreement in accordance with the terms of Section 6.13; provided that, for the avoidance of doubt, if the Target is not a Domestic Subsidiary, the Lender shall have received a security interest only to the extent required by the terms of Section 6.13;
(d)    the Lender shall have received at least twenty (20) days prior to the consummation of such Acquisition (i) a description of the material terms of such Acquisition, (ii) audited financial statements (or, if unavailable, management-prepared financial statements) of the Target for its two most recent fiscal years and for any fiscal quarters ended within the fiscal year to date, in each case that ended at least, in the case of such annual financial, 120 days, or in the case of any such quarterly financial statements, 60 days prior to the date of consummation of such Acquisition, (iii) consolidated projected income statements of the Company and its Subsidiaries (giving effect to such Acquisition), and (iv) not less than five (5) Business Days prior to the consummation of any Permitted Acquisition, a certificate substantially in the form of Exhibit D , executed by a Responsible Officer of the Borrowers certifying that such Permitted Acquisition complies with the requirements of this Agreement;
(e)    the Target shall have earnings before interest, taxes, depreciation and amortization for the four (4) fiscal quarter period prior to the acquisition date in an amount greater than $0, with respect to any acquisition where the cash portion of the total consideration to be paid upon consummation of such acquisition is $5,000,000 or more;
(f)    such Acquisition shall not be a “hostile” Acquisition and shall have been approved by the board of directors (or equivalent) and/or shareholders (or equivalent) of the applicable Loan Party and the Target;
(g)    after giving effect to such Acquisition and any Borrowings made in connection therewith, the aggregate Liquidity plus the aggregate principal amount of the Revolving Loans available to be borrowed under Section 2.01(b) shall be in the aggregate at least $5,000,000, provided that of such aggregate amount, at least $2,500,000 must be attributable to Liquidity; and
(h)    the Cost of Acquisition paid by the Loan Parties and their Subsidiaries (i) in connection with any single Acquisition shall not exceed $10,000,000 and (ii) for all Acquisitions made during the term of this Agreement shall not exceed $20,000,000.
“ Permitted Liens ” has the meaning set forth in Section 7.01.
“ Permitted Transfers ” means (a) Dispositions of inventory in the ordinary course of business; (b) Dispositions of property to the Borrowers or any Subsidiaries, provided that (a) if the transferor is a U.S. Loan Party the transfer must be to a U.S. Loan Party or the transfer must be otherwise permitted as an Investment by Section 7.03, (b) if the transferor is a Foreign Obligor the transfer must be to a Loan Party or the transfer must be an Investment otherwise permitted by Section 7.03, (c) Dispositions of accounts receivable in connection with the collection or compromise thereof; (d) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Company and its Subsidiaries; and (e) the sale or disposition of cash or Cash Equivalents for fair market value.
 
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“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“ Plan ” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of a Borrower or any ERISA Affiliate or any such Plan to which a Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.
“ Pledged Equity ” has the meaning specified in the Security Agreement.
“ Pro Forma Basis ” and “ Pro Forma Effect ” means, for any Disposition of all or substantially all of a division or a line of business or for any Acquisition, whether actual or proposed, for purposes of determining compliance with the financial covenants set forth in Section 7.11, each such transaction or proposed transaction shall be deemed to have occurred on and as of the first day of the relevant Measurement Period, and the following pro forma adjustments shall be made:
(a)    in the case of an actual or proposed Disposition, all income statement items (whether positive or negative) attributable to the line of business or the Person subject to such Disposition shall be excluded from the results of the Company and its Subsidiaries for such Measurement Period;
(b)    in the case of an actual or proposed Acquisition, income statement items (whether positive or negative) attributable to the property, line of business or the Person subject to such Acquisition shall be included in the results of the Company and its Subsidiaries for such Measurement Period;
(c)    interest accrued during the relevant Measurement Period on, and the principal of, any Indebtedness repaid or to be repaid or refinanced in such transaction shall be excluded from the results of the Company and its Subsidiaries for such Measurement Period; and
(d)    any Indebtedness actually or proposed to be incurred or assumed in such transaction shall be deemed to have been incurred as of the first day of the applicable Measurement Period, and interest thereon shall be deemed to have accrued from such day on such Indebtedness at the applicable rates provided therefor (and in the case of interest that does or would accrue at a formula or floating rate, at the rate in effect at the time of determination) and shall be included in the results of the Company and its Subsidiaries for such Measurement Period.
“ Pro Forma Compliance ” means, with respect to any transaction, that such transaction does not cause, create or result in a Default after giving Pro Forma Effect, based upon the results of operations for the most recently completed Measurement Period to (a) such transaction and (b) all other transactions which are contemplated or required to be given Pro Forma Effect hereunder that have occurred on or after the first day of the relevant Measurement Period.
“ Qualified ECP Guarantor ” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
“ Qualified Equity Interest ” means any Equity Interest that is not a Disqualified Equity Interest.
 
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“ Qualifying Control Agreement ” means an agreement, among a Loan Party, a depository institution or securities intermediary and the Lender, which agreement is in form and substance acceptable to the Lender and which provides the Lender with “control” (as such term is used in Article 9 of the UCC) over the deposit account(s) or securities account(s) described therein.
“ Register ” has the meaning specified in Section 2.14.
“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.
“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.
“ Request for Credit Extension ” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Loans, a Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.
“ Responsible Officer ” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party and, solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party and not in such person’s individual capacity. To the extent requested by the Lender, each Responsible Officer will provide an incumbency certificate and to the extent requested by the Lender, appropriate authorization documentation, in form and substance satisfactory to the Lender.
“ Restricted Payment ” means (a) any dividend or other distribution, direct or indirect, on account of any shares (or equivalent) of any class of Equity Interests of the Company or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares (or equivalent) of any class of Equity Interests of the Company or any of its Subsidiaries, now or hereafter outstanding, and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity Interests of any Loan Party or any of its Subsidiaries, now or hereafter outstanding.
“ Revaluation Date ” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, and (iii) such additional dates as the Lender shall determine; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance, amendment and/or extension of a Letter of Credit denominated in an Alternative Currency, (ii) each date of any payment by the Lender under any Letter of Credit denominated in an Alternative Currency, and (iii) such additional dates as the Lender shall determine.
“ Revolving Borrowing ” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by the Lender pursuant to Section 2.01(b).
 
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“ Revolving Commitment ” means the Lender’s obligation to (a) make Revolving Loans to the U.S. Borrower pursuant to Section 2.01(b) and (b) issue Letters of Credit for the account of the U.S. Borrower pursuant to Section 2.03. The Revolving Commitment on the Closing Date shall be $10,000,000.
“ Revolving Facility ” means, at any time, the aggregate amount of the Lender’s Revolving Commitments at such time.
“ Revolving Loan ” has the meaning specified in Section 2.01(b).
“ Revolving Prepayment Amounts ” has the meaning set forth in Section 2.05(b)(iii).
“ S&P ” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and any successor thereto.
“ Sale and Leaseback Transaction ” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby such Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.
“ Same Day Funds ” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Lender to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.
“ Sanction(s) ” means any sanction administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury (“ HMT ”) or other relevant sanctions authority.
“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
“ Secured Cash Management Agreement ” means any Cash Management Agreement between the any Loan Party and any of its Subsidiaries and the Lender or an Affiliate of the Lender.
“ Secured Hedge Agreement ” means any interest rate, currency, foreign exchange, or commodity Swap Contract required or not prohibited under Article VI or VII between any Loan Party and any of its Subsidiaries and the Lender or an Affiliate of the Lender.
“ Secured Obligations ” means (a) in the case of the U.S. Borrower, (i) all Obligations, (ii) all obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements, (iii) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding and (iv) all Foreign Subsidiary Secured Obligations, and (b) in the
 
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case of any Domestic Guarantor, such Guarantor’s Domestic Guaranteed Obligations; provided that Secured Obligations of a the U.S. Borrower and each Domestic Guarantor shall exclude any Excluded Swap Obligations with respect to such Person.
“ Secured Parties ” means, collectively, the Lender (including any Designated Lenders) the Affiliates of the Lender party to Secured Cash Management Agreements and Secured Hedge Agreements, the Foreign Obligation Providers and the Indemnitees.
“ Securities Act ” means the Securities Act of 1933, including all amendments thereto and regulations promulgated thereunder.
“ Security Agreement ” means the Security and Pledge Agreement, dated as of the Closing Date, executed in favor of the Lender by each of the Loan Parties.
“ Share Purchase Agreement ” means the Share Purchase Agreement, dated January 7, 2017, by and among the Danish Borrower, as buyer, Trojan Holding ApS, a Danish private limited liability company, as a seller and as the sellers’ representative, and Li Wei Chong, an individual residing in the People’s Republic of China, as a seller.
“ Solvency Certificate ” means a solvency certificate in substantially in the form of Exhibit  E .
“ Solvent ” and “ Solvency ” mean, with respect to any Person or group of Persons taken together on a Consolidated basis on any date of determination, that on such date (a) the fair value of the property of such Person or group is greater than the total amount of liabilities, including contingent liabilities, of such Person or group, (b) the present fair saleable value of the assets of such Person or group is not less than the amount that will be required to pay the probable liability of such Person or group on its debts as they become absolute and matured, (c) such Person or group does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s or group’s ability to pay such debts and liabilities as they mature, (d) such Person or group is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s or group’s property would constitute an unreasonably small capital, and (e) such Person or group is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“ Special Notice Currency ” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.
“ Specified Loan Party ” means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 9.11).
“ Spot Rate ” for a currency means the rate determined by the Lender to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Lender may obtain such spot rate from another financial institution designated by the Lender if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the Lender may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.
 
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“ Subordinated Debt” means Indebtedness incurred by any Loan Party which by its terms (a) is subordinated in right of payment to the prior payment of the Secured Obligations and (b) contains other terms, including without limitation, standstill, interest rate, maturity and amortization, and insolvency-related provisions, in all respects acceptable to the Lender in its sole discretion.
“ Subordinated Debt Documents ” means all agreements (including without limitation intercreditor agreements, instruments and other documents) pursuant to which Subordinated Debt has been or will be issued or otherwise setting forth the terms of any Subordinated Debt.
“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Loan Parties.
“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.
“ Swap Obligations ” means with respect to any Loan Party any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.
“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include the Lender or any Affiliate of the Lender).
“ Synthetic Lease Obligation ” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including Sale and Leaseback Transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
 
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“ Target ” has the meaning set forth in the definition of “Permitted Acquisition.”
“ TARGET2 ” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.
“ TARGET Day ” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Lender to be a suitable replacement) is open for the settlement of payments in Euro.
“ Taxes ” has the meaning specified in Section 3.10.
“ Term Borrowing ” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by the Lender pursuant to Section 2.01(a).
“ Term Commitment ” means the Lender’s obligation to make Term Loans to the Danish Borrower pursuant to Section 2.01(a). The Term Commitment on the Closing Date shall be $9,200,000.
“ Term Facility ” means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Term Commitments at such time and (b) thereafter, the aggregate principal amount of the Term Loans outstanding at such time.
“ Term Loan ” means an advance made by the Lender under the Term Facility.
“ Threshold Amount ” means $1,000,000.
“ Total Revolving Outstandings ” means the aggregate Outstanding Amount of all Revolving Loans and L/C Obligations.
“ Type ” means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.
“ UCC ” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “ UCC ” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.
“ UCP ” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ ICC ”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).
“ United States ” and “ U.S. ” mean the United States of America.
“ Unreimbursed Amount ” has the meaning specified in Section 2.03(c).
 
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“ U.S. Borrower ” has the meaning specified in the introductory paragraph hereto.
“ U.S. Loan Party ” means any Loan Party that is organized under the laws of the United States any state thereof, or the District of Columbia.
“ U.S. Obligations ” means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, the U.S. Borrower or any Domestic Subsidiary that is a Loan Party or any other U.S. Loan Party arising under this Agreement or any other Loan Document or otherwise with respect to the Loans and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement by or against the U.S. Borrower or any Domestic Subsidiary that is a Loan Party pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided that the U.S. Obligations shall exclude any Excluded Swap Obligations; provided further that U.S. Obligations shall exclude any Foreign Obligations.
“ Voting Stock ” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right to so vote has been suspended by the happening of such contingency.
“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
 
1.02	Other Interpretive Provisions .	
With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a)    The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including the Loan Documents and any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending,
 
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replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Any and all references to “Borrower” regardless of whether preceded by the term a, any, each of, all, and/or, or any other similar term shall be deemed to refer, as the context requires, to each and every (and/or any one or all) parties constituting a Borrower, individually and/or in the aggregate.
(b)    In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”
(c)    Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
 
1.03 	Accounting Terms .	
(a)     Generally . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Company and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.
(b)     Changes in GAAP . If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or Lender shall so request, the Lender and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrowers shall provide to the Lender financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.
(c)     Pro Forma Treatment . Each Disposition of all or substantially all of a line of business, and each Acquisition (including, for the avoidance of doubt, the Danish Acquisition), by the Company and its Subsidiaries that is consummated during any Measurement Period shall, for purposes of determining compliance with the financial covenants set forth in Section 7.11 and for purposes of determining the Applicable Rate, be given Pro Forma Effect as of the first day of such Measurement Period.
 
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1.04	Rounding .	
Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
 
1.05	Times of Day; Rates .	
Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
The Lender does not warrant, nor accept responsibility, nor shall the Lender have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or with respect to any comparable or successor rate thereto.
 
1.06	Letter of Credit Amounts .	
Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
 
1.07	UCC Terms .	
Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect.
 
1.08	Exchange Rates; Currency Equivalents .	
(a)    The Lender shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Lender.
(b)    Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Lender.
 
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1.09	Additional Alternative Currencies .	
(a)    The Company may from time to time request that Eurocurrency Rate Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency”; provided that (i) such requested currency is an Eligible Currency and (ii) such requested currency shall only be treated as a “LIBOR Quoted Currency” to the extent that there is published LIBOR rate for such currency. In the case of any such request with respect to the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Lender, and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Lender.
(b)    Any such request shall be made to the Lender not later than 11:00 a.m., twenty (20) Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Lender in its sole discretion).
(c)    If the Lender consents to making Eurocurrency Rate Loans or Letters of Credit in such requested currency and the Lender reasonably determines that an appropriate interest rate is available to be used for such requested currency, the Lender shall so notify the Company and may amend the definition of Eurocurrency Rate for any Non-LIBOR Quoted Currency to the extent necessary to add the applicable Eurocurrency Rate for such currency and (ii) to the extent the definition of Eurocurrency Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency for purposes of any Borrowings of Eurocurrency Rate Loans or the issuance of Letters of Credit, as applicable.
 
1.10	Change of Currency .	
(a)    Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption. If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.
(b)    Each provision of this Agreement shall be subject to such reasonable changes of construction as the Lender may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.
(c)    Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Lender may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.
 
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ARTICLE II
COMMITMENTS AND CREDIT EXTENSIONS
 
2.01	Loans .	
(a)     Term Borrowing . Subject to the terms and conditions set forth herein, the Lender agrees to make a single loan to the Danish Borrower, in Dollars, on the Closing Date in an amount not to exceed the Term Facility. The Term Borrowing shall consist of a Term Loan made by the Lender. The Term Borrowing repaid or prepaid may not be reborrowed. The Term Loan shall be a Eurocurrency Rate Loan; provided , however , any Term Borrowing made on the Closing Date or any of the three (3) Business Days following the Closing Date shall only be made in the event Danish Borrower delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date of such Term Borrowing. Notwithstanding the foregoing, any Term Commitment not utilized on the Closing Date shall be terminated.
(b)     Revolving Borrowings . Subject to the terms and conditions set forth herein, the Lender agrees to make loans (each such loan, a “ Revolving Loan ”) to the U.S. Borrower, in Dollars or in one or more Alternative Currencies, from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of the Revolving Commitment; provided, however , that after giving effect to any Revolving Borrowing, (i) the Total Revolving Outstandings shall not exceed the Revolving Facility and (ii) the aggregate Outstanding Amount of all Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of the Revolving Commitment, and subject to the other terms and conditions hereof, the U.S. Borrower may borrow Revolving Loans, prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein; provided, however , any Revolving Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the U.S. Borrower delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date of such Revolving Borrowing.
 
2.02	Borrowings, Conversions and Continuations of Loans .	
(a)     Notice of Borrowing . Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the Lender, which may be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Lender of a Loan Notice. Each such notice must be received by the Lender not later than 11:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Loans; provided , however , that if a Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one (1), two (2) or three (3) months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Lender not later than 11:00 a.m. (i) four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five (5) Business Days (or six (6) Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrower, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies. Not later than
 
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11:00 a.m., (i) three (3) Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrower, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Lender shall notify the Borrowers (which notice may be by telephone) whether or not the requested Interest Period is available. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be, unless otherwise agreed by Lender, in a principal amount of the Dollar Equivalent of $250,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Except as provided in Section 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be, unless otherwise agreed by Lender, in a principal amount of the Dollar Equivalent of $250,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Each Loan Notice (whether telephonic or written) shall specify (A) the applicable Facility and whether the applicable Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, (E) if applicable, the duration of the Interest Period with respect thereto, and (F) the currency of the Loans to be borrowed. If the Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Loan in a Loan Notice or if a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans; provided , however , that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one (1) month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If a Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Except as permitted pursuant to Section 2.02(c), no Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency.
(b)     Advances . Following receipt of a Loan Notice for a Facility, upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Lender shall make the requested funds available to the applicable Borrower either by (i) crediting the account of the Borrowers on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Lender by the Borrowers.
(c)     Eurocurrency Rate Loans . Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans without the consent of the Lender, and the Lender may demand that any or all of the outstanding Eurocurrency Rate Loans denominated in Dollars be converted immediately to Base Rate Loans and any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
 
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(d)     Interest Periods . After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than three (3) Interest Periods in effect in respect of the Term Facility. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than five (5) Interest Periods in effect in respect of the Revolving Facility.
 
2.03	Letters of Credit .	
(a)     The Letter of Credit Commitment .
(i)    Subject to the terms and conditions set forth herein, the Lender agrees (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Company or any of its domestic Subsidiaries or, in the Lender’s sole and absolute discretion any of its Foreign Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (B) to honor drawings under the Letters of Credit; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Revolving Facility and (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the U.S. Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the U.S. Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the U.S. Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the U.S. Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
(ii)    The Lender shall not be under any obligation to issue any Letter of Credit if:
(A)    subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Lender has approved such expiry date; or
(B)    the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the Lender has approved such expiry date.
(C)    any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Lender from issuing the Letter of Credit, or any Law applicable to the Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Lender shall prohibit, or request that the Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Lender in good faith deems material to it;
(D)    the issuance of the Letter of Credit would violate one or more policies of the Lender applicable to letters of credit generally;
 
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(E)    except as otherwise agreed by the Lender, the Letter of Credit is in an initial stated amount less than $50,000;
(F)    except as otherwise agreed by the Lender, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(G)    the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or
(H)    the Lender does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency.
(iii)    The Lender shall be under no obligation to amend any Letter of Credit if (A) the Lender would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(b)     Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit .
(i)    Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the U.S. Borrower delivered to the Lender in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the U.S. Borrower and/or such Subsidiary, as required by the L/C Issuer. Such Letter of Credit Application may be sent by fax transmission, by United States mail, by overnight courier, by electronic transmission using the system provided by the Lender, by personal delivery or by any other means acceptable to the Lender. Such Letter of Credit Application must be received by the Lender not later than 11:00 a.m. at least five (5) Business Days (or such later date and time as the Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof and in the absence of specification of currency shall be deemed a request for a Letter of Credit denominated in Dollars; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the Lender may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Lender (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the Lender may require. Additionally, the U.S. Borrower shall furnish to the Lender such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the Lender may require.
(ii)    Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Lender will also deliver to the U.S. Borrower a true and complete copy of such Letter of Credit or amendment.
 
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(iii)    If the U.S. Borrower so requests in any applicable Letter of Credit Application, the Lender may, in its sole discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, an “ Auto-Extension Letter of Credit ”); provided that any such Auto-Extension Letter of Credit must permit the Lender to prevent any such extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “ Non-Extension Notice Date ”) in each such twelve (12) month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the Lender, the U.S. Borrower shall not be required to make a specific request to the Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lender shall permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however , that the Lender shall not permit any such extension if (A) the Lender has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the U.S. Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and directing the Lender not to permit such extension.
(iv)    If the U.S. Borrower so requests in any applicable Letter of Credit Application, the Lender may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “ Auto-Reinstatement Letter of Credit ”). Unless otherwise directed by the Lender, the U.S. Borrower shall not be required to make a specific request to the Lender to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lender may reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the Lender to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “ Non-Reinstatement Deadline ”), the Lender shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Reinstatement Deadline from the U.S. Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and directing the Lender not to permit such reinstatement.
(c)     Drawings and Reimbursements . Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the U.S. Borrower thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Company shall reimburse the Lender in such Alternative Currency, unless (i) the Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (ii) in the absence of any such requirement for reimbursement in Dollars, the Company shall have notified the Lender promptly following receipt of the notice of drawing that the Company will reimburse the Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Lender shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 2:00 p.m. on the date of any payment by the Lender under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “ Honor Date ”), the U.S. Borrower shall reimburse the Lender in an amount
 
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equal to the amount of such drawing and in the applicable currency. In the event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in Dollars pursuant to the second sentence in this Section 2.03(c) and (B) the Dollar amount paid by the Company, whether on or after the Honor Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the drawing, the Company agrees, as a separate and independent obligation, to indemnify the Lender for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount of the drawing. If the U.S. Borrower fails to so reimburse the Lender by such time, the U.S. Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “ Unreimbursed Amount ”), without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans. Any notice given by the Lender pursuant to this Section 2.03(c) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(d)     Obligations Absolute . The obligation of the U.S. Borrower to reimburse the Lender for each drawing under each Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:
(i)    any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;
(ii)    the existence of any claim, counterclaim, setoff, defense or other right that the U.S. Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Lender or any other Person, whether in connection with this Agreement or by such Letter of Credit, the transactions contemplated hereby or any agreement or instrument relating thereto, or any unrelated transaction;
(iii)    any draft, demand, endorsement, certificate or other document presented under or in connection with such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
(iv)    waiver by the Lender of any requirement that exists for the Lender’s protection and not the protection of the U.S. Borrower or any waiver by the Lender which does not in fact materially prejudice the U.S. Borrower;
(v)    honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;
(vi)    any payment made by the Lender in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable;
 
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(vii)    any payment by the Lender under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the Lender under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;
(viii)    any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Company or any of its Subsidiaries; or
(ix)    any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Company or any Subsidiary or in the relevant currency markets generally.
The U.S. Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the U.S. Borrower’s instructions or other irregularity, the U.S. Borrower will immediately notify the Lender. The U.S. Borrower shall be conclusively deemed to have waived any such claim against the Lender and its correspondents unless such notice is given as aforesaid.
(e)     Role of the Lender . The Lender and the U.S. Borrower agree that, in paying any drawing under a Letter of Credit, the Lender shall not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. The U.S. Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however , that this assumption is not intended to, and shall not, preclude the U.S. Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Lender, any of its Related Parties nor any correspondent, participant or assignee of the Lender shall be liable or responsible for any of the matters described in Section 2.03(d). In furtherance and not in limitation of the foregoing, the Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Lender shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing or assigning or purporting to transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The Lender may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“ SWIFT ”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
(f)     Applicability of ISP and UCP; Limitation of Liability . Unless otherwise expressly agreed by the Lender and the U.S. Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the Lender shall not be responsible to the U.S. Borrower for, and the Lender’s rights and remedies against the U.S. Borrower shall not be impaired by, any action or inaction of the Lender required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the Lender or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking
 
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Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.
(g)     Letter of Credit Fees . The U.S. Borrower shall pay to the Lender a Letter of Credit fee (the “ Letter of Credit Fee ”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (A) due and payable on the first Business Day following each fiscal quarter end, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (B) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
(h)     Conflict with Issuer Documents . In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.
(i)     Letters of Credit Issued for Subsidiaries . Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the U.S. Borrower shall be obligated (and in no event shall the Danish Borrower, any Danish Guarantor or any Foreign Subsidiary be obligated) to reimburse the Lender hereunder for any and all drawings under such Letter of Credit. The Borrowers hereby acknowledge that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the U.S. Borrower, and that the U.S. Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.
 
2.04 	Reserved .	
 
2.05 	Prepayments .	
(a)     Optional . The Borrowers may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and/or Revolving Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless otherwise agreed by the Lender (A) such notice must be received by Lender not later than 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (3) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $250,000 or a whole multiple of $100,000 in excess thereof; and (D) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date, the currency and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity.
 
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(b)     Mandatory .
(i)     Dispositions and Involuntary Dispositions . The Danish Borrower shall prepay the Term Loan and the U.S. Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary with respect to the U.S. Borrower’s obligations to prepay or received by any Foreign Obligor with respect to the Danish Borrower’s obligations to prepay, from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions within five (5) days of the date of such Disposition or Involuntary Disposition, provided that such prepayment shall only be made to the extent Net Cash Proceeds exceeds $1,000,000 in the aggregate in a fiscal year.
(ii)     Equity Issuance . Immediately upon the receipt by any Loan Party or any Subsidiary with respect to the U.S. Borrower’s obligations to prepay or any Foreign Obligor with respect to the Danish Borrower’s obligations to prepay of the Net Cash Proceeds of any Equity Issuance that are not used or to be used within thirty (30) days to consummate a Permitted Acquisition, the U.S. Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations and the Danish Borrower shall prepay the Term Loan or Danish Borrower, as applicable, as hereinafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.
(iii)     Debt Issuance . Immediately upon the receipt by any Loan Party or any Subsidiary with respect to the U.S. Borrower’s obligations to prepay or any Foreign Obligor with respect to the Danish Borrower’s obligations to prepay, of the Net Cash Proceeds of any Debt Issuance, the U.S. Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations and the Danish Borrower shall prepay the Term Loan, as applicable, as hereinafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds.
(iv)     Extraordinary Receipts . Immediately upon receipt by any Loan Party or any Subsidiary with respect to the U.S. Borrower’s obligations to prepay or any Foreign Obligor with respect to the Danish Borrower’s obligations to prepay of any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clause (i), (ii) or (iii) of this Section, the U.S. Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations and the Danish Borrower shall prepay the Term Loans, as applicable, as hereinafter provided in an aggregate principal amount equal to 100% of all Net Cash Proceeds received therefrom.
(v)     Application of Payments . Each prepayment of Loans pursuant to the foregoing provisions of Section 2.05(b)(i)-(iv) shall be applied, first, to the principal repayment installments of the Term Loan in inverse order of maturity, including, without limitation, the final principal repayment installment on the Maturity Date, and, second, if such prepayment is by the U.S. Borrower, to the Revolving Facility in the manner set forth in clause (vii) of this Section 2.05(b).
(vi)     Revolving Outstandings . If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the U.S. Borrower shall immediately prepay Revolving Loans (together with all accrued but unpaid interest thereon) and/or Cash Collateralize
 
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the L/C Obligations in an aggregate amount equal to such excess; provided, however , that the U.S. Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(vi) unless, after the prepayment of the Revolving Loans, the Total Revolving Outstandings exceed the Revolving Facility at such time.
(vii)     Application of Other Payments . Prepayments of the Revolving Facility made pursuant to this Section 2.05(b), first , shall be applied to the outstanding Revolving Loans, and, second , shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Facility required pursuant to clause (i), (ii), (iii) or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all Revolving Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “ Revolving Prepayment Amounts ”) may be retained by the U.S. Borrower and its Domestic Subsidiaries for use in the ordinary course of its business, and the Revolving Facility shall not be automatically reduced by any Revolving Prepayment Amount. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the U.S. Borrower or any other Loan Party that has provided Cash Collateral) to reimburse the Lender.
(viii)     Alternative Currencies . If the Lender notifies the Company at any time that the Outstanding Amount of all Loans and L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or Cash Collateralize Letters of Credit in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.
Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.05(b) shall be applied first to Base Rate Loans and then to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.
 
2.06 	Termination or Reduction of Commitments .	
(a)     Optional . The U.S. Borrower may, upon notice to the Lender, terminate the Revolving Facility or the Letter of Credit Sublimit, or from time to time permanently reduce the Revolving Facility or the Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Lender not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $500,000 or any whole multiple of $100,000 in excess thereof and (iii) the U.S. Borrower shall not terminate or reduce (A) the Revolving Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Facility or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit.
(b)     Mandatory .
(i)    The aggregate Term Commitments shall be automatically and permanently reduced to zero on the date of the Term Borrowing.
 
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(ii)    Reserved.
(iii)    If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit or the Alternative Currency Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit or the Alternative Currency Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.
(c)     Payment of Fees . All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.
 
2.07 	Repayment of Loans .	
(a)     Term Loans . The Borrowers shall repay to the Lender the aggregate principal amount of all Term Loans outstanding on the following dates in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05), unless accelerated sooner pursuant to Section 8.02;

Last Day of Each Fiscal Quarter
During each Fiscal Year Below:	  	Principal Repayment Installments	
2018 Fiscal Year ending January 31, 2018	  	$276,000 per Fiscal Quarter	
		
2019 Fiscal Year ending January 31, 2019	  	$368,000 per Fiscal Quarter	
		
2020 Fiscal Year ending January 31, 2020	  	$460,000 per Fiscal Quarter	
		
2021 Fiscal Year ending January 31, 2021	  	$552,000 per Fiscal Quarter	
		
2022 Fiscal Year ending January 31, 2022	  	$644,000 per Fiscal Quarter	
		
Maturity Date	  	Remaining Principal Amount Outstanding	
provided , however , that (i) the final principal repayment installment of the Term Loans shall be repaid on the Maturity Date for the Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term Loans outstanding on such date and (ii) (A) if any principal repayment installment to be made by the Borrowers (other than principal repayment installments on Eurocurrency Rate Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (B) if any principal repayment installment to be made by the Borrowers on a Eurocurrency Rate Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.
(b)     Revolving Loans . The U.S. Borrower shall repay to the Lender on the Maturity Date for the Revolving Facility the aggregate principal amount of all Revolving Loans outstanding on such date.
 
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2.08 	Interest and Default Rate .	
(a)     Interest . Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period from the applicable borrowing date at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate for such Facility; and (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for such Facility. To the extent that any calculation of interest or any fee required to be paid under this Agreement shall be based on (or result in) a rate that is less than zero, such rate shall be deemed zero for purposes of this Agreement.
(b)     Default Rate .
(i)    If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(ii)    If any amount (other than principal of any Loan) payable by the Borrowers under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Lender such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(iii)    Upon the request of the Lender, while any Event of Default exists (including a payment default), all outstanding Obligations (including Letter of Credit Fees) may accrue at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(iv)    Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(c)     Interest Payments . Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
 
2.09 	Fees .	
In addition to certain fees described in subsection (g) of Section 2.03:
(a)     Commitment Fee . The U.S. Borrower shall pay to the Lender a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Revolving Facility exceeds the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each Fiscal Quarter, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
 
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(b)     Other Fees . The Company shall pay to the Lender, in Dollars, such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
 
2.10 	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate .	
(a)     Computation of Interest and Fees . All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11, bear interest for one (1) day. Each determination by the Lender of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b)     Financial Statement Adjustments or Restatements . If, as a result of any restatement of or other adjustment to the financial statements of the Company and its Subsidiaries or for any other reason, the Borrowers or the Lender determines that (i) the Consolidated Leverage Ratio as calculated by the Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Lender promptly on demand by the Lender (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrowers under the Bankruptcy Code of the United States, automatically and without further action by the Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Lender under any provision of this Agreement to payment of any Obligations hereunder at the Default Rate or under Article VIII. The Borrower’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.
 
2.11 	Payments Generally .	
All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Lender at the Lender’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Lender at the Lender’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Lender on the dates specified herein. Without limiting the generality of the foregoing, the Lender may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. All payments received by the Lender (i) after 2:00 p.m., in the
 
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case of payments in Dollars, or (ii) after the Applicable Time specified by the Lender, in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Subject to Section 2.07(a) and as otherwise specifically provided for in this Agreement, if any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
 
2.12 	Cash Collateral .	
(a)     Certain Credit Support Events . If (i) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, or (ii) the U.S. Borrower shall be required to provide Cash Collateral pursuant to the terms hereof, the U.S. Borrower shall immediately following any request by the Lender, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount. Additionally, if the Lender notifies the Company at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 105% of the Letter of Credit Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the U.S. Borrower shall provide Cash Collateral for the Outstanding Amount of the L/C Obligations in an amount not less than the amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit.
(b)     Grant of Security Interest . The U.S. Borrower hereby grants to (and subjects to the control of) the Lender and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.12(c). If at any time the Lender determines that Cash Collateral is subject to any right or claim of any Person other than the Lender, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrowers will, promptly upon demand by the Lender, pay or provide to the Lender additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in one or more blocked, non-interest bearing deposit accounts at Bank of America. The U.S. Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.
(c)     Application . Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.12 or Sections 2.03, 2.05 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.
(d)     Release . Cash Collateral (or the appropriate portion thereof) provided to secure obligations shall be released promptly following the determination by the Lender that there exists excess Cash Collateral; provided , however , (i) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (ii) the Person providing Cash Collateral and the Lender may agree that Cash Collateral shall not be released but instead held to support future anticipated obligations.
 
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2.13 	Incremental Commitments .	
(a)     Company Request . After the Closing Date, the Company may by written notice to the Lender request (x) commitments (each, an “ Incremental Term Increase ”) to increase the aggregate principal amount of the existing Term Facility or to establish one or more new Term Facilities (each, an “ Incremental Term Facility ”) and/or (y) commitments (each, an “ Incremental Revolving Increase ”) to increase the Revolving Credit Commitments under the existing Revolving Credit Facility or to establish one or more new revolving facilities (each, an “ Incremental Revolving Credit Facility ” and, together with any Incremental Term Increase, Incremental Term Facility and Incremental Revolving Increase, the “ Incremental Facilities ”) not to exceed $10,000,000 in the aggregate at the time any such Incremental Facility is funded or established, as applicable, from the Lender in its sole discretion. Each such notice shall specify the date (each, an “ Incremental Effective Date ”) on which the Company proposes that the Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Lender (or such shorter period approved by the Lender); provided that, for the avoidance of doubt, the Lender may elect or decline, in its sole discretion, to provide such Incremental Facility. Each Incremental Facility shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof ( provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Facilities set forth in above).
(b)     Conditions . Each Incremental Facility shall become effective as of the Incremental Effective Date; provided that:
(i)    each of the conditions set forth in Section  4.02 shall be satisfied;
(ii)    as of the last day of the most recently ended Measurement Period, on a Pro Forma Basis after giving effect to the incurrence of any Incremental Facility, any acquisition or investment consummated in connection therewith and all other appropriate pro forma adjustments (but (x) without netting any cash proceeds from such incurrence and (y) treating any proposed Incremental Revolving Credit Facility or proposed Incremental Revolving Increase as fully drawn), the Company would be in Pro Forma Compliance; and
(iii)    the Company shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Lender.
(c)     Terms of Incremental Facilities . The terms and provisions of the Incremental Facilities shall be as follows:
(i)    the terms and provisions of (x) Revolving Credit Loans made pursuant to an Incremental Revolving Increase shall be identical to the Revolving Credit Loans under the Revolving Credit Facility subject to such increase and (y) the Term Loans made pursuant to an Incremental Term Increase shall be identical to the Term Loans under the Term Facility subject to such increase;
(ii)    the maturity date of any Incremental Term Facility shall be the Maturity Date of the Term Facility; and
 
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(iii)    each Incremental Facility shall be secured by a pari passu lien on the Collateral securing the Facilities on terms and pursuant to documentation reasonably satisfactory to the Lender.
(d)     Additional Credit Extension Amendment . The Incremental Facilities shall be documented by an Additional Credit Extension Amendment executed by the Lender and the Borrowers, and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Lender and the Borrowers, to effect the provisions of this Section  2.13 .
(e)     Making of New Term Loans . On any Incremental Effective Date on which new Commitments for Term Loans are effective, subject to the satisfaction of the foregoing terms and conditions, the Lender shall make a Term Loan to the Company in an amount equal to its new Commitment.
(f)     Equal and Ratable Benefit . The Loans and Commitments established pursuant to this Section  2.13 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties and security interests created by the Collateral Documents. The Loan Parties shall take any actions reasonably required by the Lender to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such Class of Loans or any such new Commitments.
 
2.14	Register .	
The Lender, acting solely for this purpose as a non-fiduciary agent of each of the Borrowers, shall maintain an account or ledger in which it shall record (i) the names and addresses of any Persons owning an interest in any Loan or other Obligation made hereunder, (ii) the amount of each Loan and Borrowing made hereunder, (iii) the amount of any principal due and payable or to become due and payable from each of the Borrower and the interest rate with respect thereto, and (iv) the other details relating to the Loans and other Obligations (the “ Register ”). In order for any sale, assignment, grant of participation or other transfer of any Loan or other Obligation to become effective, the Lender shall amend such Register to reflect any sale, assignment, grant of participation or other transfer otherwise properly affected pursuant to this Agreement.
 
2.15	Bifurcation .	
For the avoidance of doubt, each of the Loan Parties and the Lender acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement or any of the other Loan Documents, the Obligations of the Foreign Obligors under this Agreement or any of the other Loan Documents shall be separate and distinct from the Obligations of the U.S. Loan Parties and shall be expressly limited to the Foreign Obligations. In furtherance of the foregoing, each of the parties acknowledges and agrees that the liability of the Foreign Obligors for the payment and performance of its covenants, representations and warranties set forth in this Agreement and the other Loan Documents shall be several from but not joint with the Obligations of the U.S. Loan Parties.
 
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ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY
 
3.01	Taxes .	
(a)    Except as required by applicable law, all payments to the Lender made by or on account of any obligation of any Loan Party hereunder or any other Loan Document will be made without deduction or withholding for any Taxes with respect to such payments. If any Taxes are required by applicable law to be deducted or withheld, the applicable Loan Party agrees to pay the full amount of such deducted or withheld Taxes to the relevant Governmental Authority and, to the extent such Taxes are Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions or withholdings applicable to additional sums payable under this Section 3.01(a)) the Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.
(b)    The applicable Loan Party shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Lender timely reimburse it for the payment of, any Other Taxes.
(c)    Without duplication of any obligation under this Section 3.01, the applicable Loan Party will indemnify and hold harmless the Lender, and reimburse the Lender within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes payable or paid by the Lender or required to be withheld or deducted from a payment to the Lender by such Loan Party, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth the amount of such payment or liability delivered to the Loan Party by the Lender shall be conclusive absent manifest error. The applicable Loan Party will furnish to the Lender, within thirty (30) days after the date the payment of any withheld Taxes by the Loan Party to a Governmental Authority pursuant to Section 3.01 is due pursuant to applicable law, certified copies of tax receipts, or other evidence reasonably satisfactory to the Lender, evidencing such payment by the Loan Party.
(d)    The Lender shall deliver to the applicable Loan Party on or prior to the date on which the Lender becomes the Lender under this Agreement (and from time to time thereafter upon the reasonable request of any Loan Party), properly completed and executed copies of IRS Form W-9 (or successor form) certifying that the Lender is exempt from U.S. backup withholding Tax. The Lender further agrees that if reasonably requested by the applicable Loan Party to the extent it is entitled to any other exemption from or a reduction of withholding Tax with respect to payments made hereunder or under any other Loan Document, it shall deliver to such Loan Party, at the time or times reasonably requested by such Loan Party, such properly completed and executed documentation prescribed by applicable law or the taxing authorities of a jurisdiction pursuant to such applicable law or reasonably requested by such Loan Party as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Lender, if reasonably requested by a Loan Party, shall deliver such other documentation reasonably requested by a Loan Party as will enable such Loan Party to determine whether or not the Lender is subject to withholding or information reporting requirements and to enable the Loan Party to comply with such requirements. The Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the applicable Loan Party in writing of its legal inability to do so.
 
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Notwithstanding anything to the contrary in this Section 3.01, the completion, execution and submission of any documentation (other than the IRS Form W-9 (or successor form) described in the first sentence of this Section 3.01(d) or information required to comply with the obligations of an applicable Loan Party under Common Reporting Standards) shall not be required if in the Lender’s reasonable judgment such completion execution or submission would subject the Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of the Lender.
(e)    In addition to the foregoing, if the Lender claims any indemnity payment or additional payment amounts payable pursuant to this Section 3.01, then at the request of the applicable Loan Party it shall use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different lending office for funding or booking the Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if in the judgment of the Lender the making of such a filing, change or assignment would avoid the need for or reduce the amount of any such indemnity payment or additional amount that may thereafter accrue, would not require the Lender to disclose any information the Lender deems confidential and would not, in the sole determination of the Lender, be otherwise disadvantageous to the Lender. The applicable Loan Party shall pay all reasonable costs and expenses incurred by the Lender in connection with any such designation or assignment.
(f)    If the Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.01 (including by the payment of additional amounts pursuant to this Section 3.01), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments, including for additional amounts, made under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 3.01(f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 3.01(f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 3.01(f) the payment of which would place the indemnified party in a less favorable net after-tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 3.01(f) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
 
3.02	Illegality .	
(a)    If Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for Lender or its applicable Lending Office to perform any of its obligations hereunder or to make, maintain or fund or charge interest with respect to any Credit Extension or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by Lender to the Borrowers, (a) any obligation of Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension or continue Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended, and (b) if such notice asserts the illegality of Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the
 
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Eurocurrency Rate component of the Base Rate, the interest rate on which Base Rate Loans of Lender shall, if necessary to avoid such illegality, be determined by Lender without reference to the Eurocurrency Rate component of the Base Rate, in each case until Lender notifies the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrowers shall, upon demand from Lender, prepay or, if applicable and such Loans are denominated in Dollars, convert all Eurocurrency Rate Loans of Lender to Base Rate Loans (the interest rate on which Base Rate Loans of Lender shall, if necessary to avoid such illegality, be determined by Lender without reference to the Eurocurrency Rate component of the Base Rate), either on the last day of the Interest Period therefor, if Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (ii) if such notice asserts the illegality of Lender determining or charging interest rates based upon the Eurocurrency Rate, the Lender shall during the period of such suspension compute the Base Rate applicable to Lender without reference to the Eurocurrency Rate component thereof until the Borrowers is advised in writing by Lender that it is no longer illegal for Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted.
(b)    If, in any applicable jurisdiction, Lender or any Designated Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for Lender or its applicable Designated Lender to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund or maintain its participation in any Loan or Letter of Credit or (iii) issue, make, maintain, fund or charge interest or fees with respect to any Credit Extension Lender shall promptly notify Company, and until such notice by Lender is revoked, any obligation of Lender to issue, make, maintain, fund or charge interest or fees with respect to any such Credit Extension shall be suspended, and to the extent required by applicable Law, cancelled. Upon receipt of such notice, the Loan Parties shall, (A) repay outstanding Obligations) to the extent such illegality is applicable thereto, (B) to the extent applicable, Cash Collateralize that portion of applicable L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized and (C) take all reasonable actions requested by Lender to mitigate or avoid such illegality.
(c)    Lender may at its option make any Credit Extension to any Borrower by causing any domestic or foreign branch or Affiliate of Lender (a “ Designated Lender ”) to make such Credit Extension; provided that any exercise of such option shall not affect the obligation of the relevant Borrower to repay such Credit Extension in accordance with the terms of this Agreement; provided , however, if the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender or its applicable Designated Lender to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund or maintain its participation in any Loan or (iii) issue, make, maintain, fund or charge interest or fees with respect to any Credit Extension to any Designated Borrower who is organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia then, on notice thereof by the Lender to the Company, and until such notice by the Lender is revoked, any obligation of the Lender or its Designated Lender to issue, make, maintain, fund or charge interest or fees with respect to any such Credit Extension shall be suspended, and to the extent required by applicable Law, cancelled. Upon receipt of such notice, the Loan Parties shall, take all reasonable actions requested by the Lender to mitigate or avoid such illegality. Any Designated Lender shall be considered a Lender.
 
3.03	Inability to Determine Rates .	
If in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, the Lender determines that (a) deposits (whether in Dollars or an Alternative Currency) are not
 
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being offered to banks in the applicable offshore interbank eurodollar market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan, (c) a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls) or (d) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to the Lender of funding such Eurocurrency Rate Loan, the Lender will promptly so notify the Borrowers. Thereafter, (i) the obligation of the Lender to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (ii) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Lender revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, in the case of such pending request, the Lender, in consultation with the Company, may establish an alternative interest rate for funding Loans in the applicable currency and amount, and with the same Interest Period as the Loan requested to be made, converted or continued, as the case may be in which case, such alternative rate of interest shall apply with respect to such Loans.
 
3.04	Increased Costs; Reserves on Eurocurrency Rate Loans .	
(a)     Increased Costs Generally . If any Change in Law shall:
(i)    impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, the Lender (except any reserve requirement contemplated by Section 3.04(e));
(ii)    subject the Lender to any Taxes with respect to this Agreement or any other Loan Document, other than (A) Indemnified Taxes, (B) Taxes described in clause (b) of the definition of Excluded Taxes and (C) Connection Income Taxes; or
(iii)    impose on the Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Rate Loans made by the Lender or any Letter of Credit;
and the result of any of the foregoing shall be to increase the cost to the Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to the Lender of issuing or maintaining any Letter of Credit (or of maintaining its obligation to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or any other amount) then, upon request of the Lender, the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered.
 
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(b)     Capital Requirements . If the Lender determines that any Change in Law affecting the Lender or the Lender’s Office or the Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on the Lender’s capital or on the capital of the Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of the Lender or the Loans made by or the Letters of Credit issued by the Lender, to a level below that which the Lender or the Lender’s holding company could have achieved but for such Change in Law (taking into consideration the Lender’s policies and the policies of the Lender’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender or the Lender’s holding company for any such reduction suffered.
(c)     Mandatory Costs . If Lender incurs any Mandatory Costs attributable to the Obligations, attributable to a Change in Law, then from time to time the Company will pay (or cause to be paid) to the Lender such Mandatory Costs. Such amount shall be expressed as a percentage rate per annum and shall be payable on the full amount of the applicable Obligations.
(d)     Certificates for Reimbursement . A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender or its holding company, as the case may be, as specified in subsection (a), (b) or (c) of this Section and delivered to the Borrowers shall be conclusive absent manifest error. The Borrowers shall pay the Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.
(e)     Reserves on Eurocurrency Rate Loans . The Borrowers shall pay to the Lender, (i) as long as the Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by the Lender (as determined by the Lender in good faith, which determination shall be conclusive), and (ii) as long as the Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by the Lender (as determined by the Lender in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrowers shall have received at least ten (10) days’ prior notice of such additional interest or costs from the Lender. If the Lender fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days from receipt of such notice.
(f)     Delay in Requests . Failure or delay on the part of the Lender to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of the Lender’s right to demand such compensation, provided that the Borrowers shall not be required to compensate the Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that the Lender notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of the Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof).
 
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3.05	Compensation for Losses .	
Upon demand of the Lender from time to time, the Borrowers shall promptly compensate the Lender for and hold the Lender harmless from any loss, cost or expense incurred by it as a result of:
(a)    any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(b)    any failure by the Borrowers (for a reason other than the failure of the Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrowers; or
(c)    any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency;
including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrowers shall also pay any customary administrative fees charged by the Lender in connection with the foregoing.
For purposes of calculating amounts payable by the Borrowers to the Lender under this Section 3.05, the Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the applicable interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.
 
3.06	Survival .	
All of the Borrowers’ obligations under this Article III shall survive termination of the Commitments, repayment of all other Obligations hereunder.
ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
 
4.01	Conditions of Initial Credit Extension .	
The obligation of the Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a)     Execution of Credit Agreement; Loan Documents . The Lender shall have received (i) counterparts of this Agreement, executed by a Responsible Officer of each Loan Party, (ii) counterparts of the Security Agreement and each other Collateral Document, executed by a Responsible Officer of the applicable Loan Parties and a duly authorized officer of each other Person party thereto, as applicable and (iii) counterparts of any other Loan Document, executed by a Responsible Officer of the applicable Loan Party and a duly authorized officer of each other Person party thereto.
 
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(b)     Officer’s Certificate . The Lender shall have received a certificate of a Responsible Officer dated the Closing Date, certifying as to the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party, the good standing, existence or its equivalent of each Loan Party and of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party.
(c)     Legal Opinions of Counsel . The Lender shall have received (i) an opinion or opinions (including an opinion with respect to the Danish Borrower and Foreign Guarantor) of counsel for the Loan Parties dated the Closing Date and addressed to the Lender, in form and substance acceptable to the Lender and (ii) an opinion of Danish counsel to the Lender, addressed to the Lender and in form and substance acceptable to the Lender.
(d)     Financial Statements . The Lender shall have received copies of the financial statements referred to in Section 5.05, each in form and substance satisfactory to each of them.
(e)     Personal Property Collateral . The Lender shall have received, in form and substance satisfactory to the Lender:
(i)    (A) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Lender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii)    searches of ownership of Intellectual Property in the United States Patent and Trademark Office, the United States Copyright Office and such patent/trademark/copyright filings as requested by the Lender in order to perfect the Lender’s security interest in the Intellectual Property in the United States;
(iii)    completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Lender’s sole discretion, to perfect the Lender’s security interest in the Collateral;
(iv)    stock or membership certificates, if any, evidencing the Pledged Equity and undated stock or transfer powers duly executed in blank, in each case to the extent such Pledged Equity is certificated;
(v)    to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents (including, if necessary, relevant page(s) of the share register book of the company showing the pledge registration) and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Lender’s security interest in the Collateral; and
(f)     Reserved .
(g)     Liability, Casualty, Property, Terrorism and Business Interruption Insurance . The Lender shall have received copies of declaration pages, if requested by the Lender and certificates of insurance evidencing liability, casualty, property, and business interruption insurance meeting the requirements set forth herein or in the Collateral Documents or as required by the Lender.
 
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(h)     Solvency Certificate . The Lender shall have received a Solvency Certificate signed by a Responsible Officer of the Borrowers as to the financial condition, solvency and related matters of the Company and its Subsidiaries, taken together as a group on a Consolidated basis and each Loan Party, after giving effect to the initial borrowings under the Loan Documents and the other transactions contemplated hereby.
(i)     Reserved .
(j)     Loan Notice . The Lender shall have received a Loan Notice with respect to the Loans to be made on the Closing Date.
(k)     Existing Indebtedness of the Loan Parties . All of the existing Indebtedness for borrowed money of the Company and its Subsidiaries (other than Indebtedness permitted to exist pursuant to Section 7.02), including the Existing Credit Agreement, shall be repaid in full and terminated and all security interests, if any, related thereto shall be terminated on or prior to the Closing Date.
(l)     Reserved .
(m)     Consents . The Lender shall have received evidence that all members, boards of directors, governmental, shareholder and material third party consents and approvals necessary in connection with the entering into of this Agreement have been obtained.
(n)     Fees and Expenses . The Lender shall have received all fees and expenses, if any, owing pursuant to Section 2.09.
(o)     Licensing Requirements . The Lender shall have obtained all applicable licenses, consents, permits and approvals as deemed necessary by the Lender in order to execute and perform the transactions contemplated by the Loan Documents.
(p)     Due Diligence . The Lender shall have completed a due diligence investigation of the Company and its Subsidiaries in scope, and with results, satisfactory to the Lender.
(q)     Closing Certificate . The Lender shall have received a closing certificate from a Responsible Officer (i) certifying that the Danish Acquisition was consummated in accordance with the Share Purchase Agreement, (ii) attaching a fully executed version of the Share Purchase Agreement and any other material document executed in connection with the Danish Acquisition and (iii) certifying as to such other matters the Lender reasonably requests or requires.
(r)     Other Documents . All other documents provided for herein or which the Lender may reasonably request or require as set forth on the closing checklist.
(s)     Additional Information . Such additional information and materials which the Lender shall reasonably request or require as set forth on the closing checklist.
 
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4.02	Conditions to all Credit Extensions .	
The obligation of the Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a)     Representations and Warranties . The representations and warranties of the Borrowers and each other Loan Party contained in Article II, Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the date of such Credit Extension and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of the date of such Credit Extension, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively.
(b)     Default . No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.
(c)     Request for Credit Extension . The Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.
(d)     Alternative Currency . In the case of a Credit Extension to be denominated in an Alternative Currency, such currency remains an Eligible Currency.
(e)     Legal Impediment. There shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to rights created under any Loan Document or as to application of the proceeds of the realization of any such rights.
Each Request for Credit Extension submitted by the Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
Each Loan Party represents and warrants to the Lender, as of the date made or deemed made, that:
 
5.01	Existence, Qualification and Power .	
Each Loan Party and each of its Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or
 
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operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. The copy of each Organization Document of each Loan Party provided to the Lender pursuant to the terms of this Agreement is, as of the date of this provision, a true and correct copy of each such document, each of which, as of such date, is valid and in full force and effect.
 
5.02	Authorization; No Contravention .	
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than a Permitted Lien) under, or require any payment to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, except for conflicts, breaches or contraventions that could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.
 
5.03	Governmental Authorization; Other Consents .	
No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with (a) the execution, delivery or performance by, any Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents or (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof (subject only to Permitted Liens)), other than (i) authorizations, approvals, actions, notices and filings which have been duly obtained or made, (ii) filings to perfect the Liens created by the Collateral Documents and (iii) filings with the SEC in connection with the Loan Parties’ disclosure obligations under securities laws.
 
5.04	Binding Effect .	
This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting creditors’ rights generally and subject to general principals of equity.
 
5.05	Financial Statements; No Material Adverse Effect .	
(a)     Audited Financial Statements . The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
 
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(b)     Quarterly Financial Statements . The unaudited Consolidated balance sheet of the Company and its Subsidiaries dated October 29, 2016, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholder’s equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c)     Material Adverse Effect . Since January 31, 2016, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.
(d)     Reserved .
(e)     Forecasted Financials . The consolidated forecasted balance sheets, statements of income and cash flows of the Company and its Subsidiaries delivered to the Lender prior to the Closing Date in connection with Section 4.01 or pursuant to Section 6.01 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrowers’ good faith estimate of its future financial condition and performance (it being understood that actual results may be materially and/or adversely different).
 
5.06 	Litigation .	
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document or any of the transactions contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
 
5.07 	No Default .	
Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.
 
5.08	Ownership of Property .	
Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
 
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5.09	Environmental Compliance .	
(a)    The Loan Parties and their respective Subsidiaries conduct in the ordinary course of business such review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties as they reasonably deem appropriate, and the Loan Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b)    Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law, in each case that could reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in a Material Adverse Effect.
 
5.10	Maintenance of Insurance .	
The properties of the Company and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrowers, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party or the applicable Subsidiary operates. The general liability, casualty, property, terrorism and business interruption insurance coverage of the Loan Parties as in effect on the Closing Date, and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.14 and 6.15, is outlined as to carrier, policy number, expiration date, type, amount and deductibles on Schedule 5.10 and such insurance coverage complies with the requirements set forth in this Agreement and the other Loan Documents.
 
5.11	Taxes .	
Each Loan Party and its Subsidiaries have timely filed (giving effect to available extension periods) all federal, material state and material non-U.S. income other material tax returns and reports required to be filed, and have paid all federal, material state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect, nor is there any tax sharing agreement applicable to the Borrowers or any Subsidiary.
 
5.12	ERISA Compliance .	
(a)    Each Plan that is subject to United States federal or state laws is in compliance in all material respects with the applicable provisions of ERISA, the Code and other United States federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter or is subject to a favorable opinion letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto
 
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has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the IRS. To the best knowledge of the Loan Parties, nothing has occurred that would prevent or cause the loss of such tax-qualified status.
(b)    There are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any United States federal or state Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.
(c)    (i) No ERISA Event has occurred, and no Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrowers and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is sixty percent (60%) or higher and no Loan Party nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below sixty percent (60%) as of the most recent valuation date; (iv) no Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Borrowers nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.
(d)    Neither the Borrowers nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than (i) on the Closing Date, those listed on Schedule  5.12 hereto and (ii) thereafter, Pension Plans not otherwise prohibited by this Agreement.
 
5.13	Margin Regulations; Investment Company Act .	
(a)     Margin Regulations . The Borrowers are not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than twenty-five percent (25%) of the value of the assets (either of the Company only or of the Company and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement or instrument between the Borrowers and the Lender or any Affiliate of the Lender relating to Indebtedness and within the scope of Section 8.01(e) will be margin stock.
(b)     Investment Company Act . None of the Borrowers, any Person Controlling the Company, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
 
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5.14	Disclosure .	
No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished, and in each case taken together with all such other information) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information or other forward-looking information, each Loan Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood that actual results may be materially and/or adversely different).
 
5.15	Solvency .	
The U.S. Loan Parties taken together as a group on a Consolidated basis are, and the Foreign Obligors taken together as a group on a Consolidated basis are, solvent.
 
5.16	Casualty, Etc .	
Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
 
5.17	Sanctions Concerns and Anti-Corruption Laws .	
(a)     Sanctions Concerns . No Loan Party, nor any Subsidiary, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction.
(b)     Anti-Corruption Laws . The Loan Parties and their Subsidiaries have conducted their business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.
 
5.18	Responsible Officers .	
Set forth on Schedule  1.01(b) are Responsible Officers, holding the offices indicated next to their respective names, as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.14 and 6.15 and such Responsible Officers are duly elected and qualified officers of such Loan Party and those set forth on the applicable officer’s certificate delivered pursuant to Section 4.01 (and as the same may be updated, modified or otherwise supplemented) are duly authorized to execute and deliver, on behalf of the respective Loan Party, this Agreement, and the other Loan Documents.
 
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5.19 	Subsidiaries; Equity Interests; Loan Parties .	
(a)     Subsidiaries, Joint Ventures, Partnerships and Equity Investments . Set forth on Schedule 5.19(a) , is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.14 and 6.15: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.14 and 6.15, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens other than Permitted Liens under Section 7.01(c) or Section 7.01(k). There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Subsidiary of any Loan Party, except as contemplated in connection with the Loan Documents.
(b)     Loan Parties . Set forth on Schedule  5.19(b) is a complete and accurate list of all Loan Parties, showing as of the Closing Date, or as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.14 and 6.15 (as to each Loan Party) (i) the exact legal name, (ii) any former legal names of such Loan Party in the four (4) months prior to the Closing Date, (iii) the jurisdiction of its incorporation or organization, as applicable, (iv) the type of organization, (v) the jurisdictions in which such Loan Party is qualified to do business, (vi) the address of its chief executive office, (vii) the address of its principal place of business, (viii) its U.S. federal taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or organization and (ix) the organization identification number of such Loan Party.
 
5.20	Collateral Representations .	
(a)     Collateral Documents . The provisions of the Collateral Documents are effective to create in favor of the Lender a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title and interest of the respective U.S. Loan Parties in the Collateral described therein. Except for filings completed prior to the Closing Date and as contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to perfect or protect such Liens.
(b)     Intellectual Property . Set forth on Schedule  5.20(b) as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.14 and 6.15, is a list of all registered or issued Intellectual Property (including all applications for registration and issuance) owned by each of the U.S. Loan Parties or that each of the U.S. Loan Parties has an exclusive in-bound license right to (including the name/title, current owner, registration or application number, and registration or application date and such other information as reasonably requested by the Lender), in each case that is registered or in respect of which an application for registration has been applied for in the U.S. Patent and Trademark Office or the U.S. Copyright Office.
(c)     Documents, Instrument, and Tangible Chattel Paper . Set forth on Schedule  5.20(c) , as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.14 and 6.15, is a description of all Documents, Instruments, and Tangible Chattel Paper of the U.S. Loan Parties (including the U.S. Loan Party owning such Document, Instrument and Tangible Chattel Paper and such other information as reasonably requested by the Lender).
 
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(d)     Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, and Securities Accounts .
(i)    Set forth on Schedule  5.20(d)(i) , as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.14 and 6.15, is a description of all Deposit Accounts and Securities Accounts of the Loan Parties, including the name of (A) the applicable Loan Party, (B) in the case of a Deposit Account, the depository institution and whether such account is a zero balance account or a payroll account, and (C) in the case of a Securities Account, the Securities Intermediary or issuer, as applicable.
(ii)    Set forth on Schedule  5.20(d)(ii) , as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.14 and 6.15, is a description of all Electronic Chattel Paper (as defined in the UCC) and Letter-of-Credit Rights (as defined in the UCC) of the U.S. Loan Parties, including the name of (A) the applicable U.S. Loan Party, (B) in the case of Electronic Chattel Paper (as defined in the UCC), the account debtor and (C) in the case of Letter-of-Credit Rights (as defined in the UCC), the issuer or nominated person, as applicable.
(e)     Commercial Tort Claims . Set forth on Schedule  5.20(e) , as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.14 and 6.15, is a description of all Commercial Tort Claims of the U.S. Loan Parties (detailing such Commercial Tort Claim in such detail as reasonably requested by the Lender).
(f)     Pledged Equity Interests . Set forth on Schedule  5.20(f) , as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.14 and 6.15, is a list of (i) all Pledged Equity and (ii) all other Equity Interests required to be pledged to the Lender pursuant to the Collateral Documents (in each case, detailing the Grantor (as defined in the Security Agreement), the Person whose Equity Interests are pledged, the number of shares of each class of Equity Interests, the certificate number (if applicable) and percentage ownership of outstanding shares of each class of Equity Interests and the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.).
(g)     Properties . Set forth on Schedule  5.20(g) , as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.14 and 6.15, is a list of (A) each headquarter location of the Loan Parties, (B) each other location where any significant administrative or governmental functions are performed, (C) each other location where the U.S. Loan Parties maintain any material books or records (electronic or otherwise) and (D) each location where any material personal property Collateral is located at any premises owned or leased by a Loan Party (in each case, including (1) an indication if such location is leased or owned, (2), if leased, the name of the lessor, and if owned, the name of the U.S. Loan Party owning such property, (3) the address of such property (including, the city, county, state and zip code) and (4) to the extent owned, the approximate fair market value of such property).
 
5.21	EEA Financial Institutions .	
No Loan Party is an EEA Financial Institution.
 
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5.22	Intellectual Property; Licenses, Etc .	
Each Loan Party and each of its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To the best knowledge of the Borrowers, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Loan Party or any of its Subsidiaries infringes upon any rights held by any other Person, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrowers, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
 
5.23	Labor Matters .	
There are no collective bargaining agreements or Multiemployer Plans covering the employees of the Company or any of its Subsidiaries as of the Closing Date and neither the Borrowers nor any Subsidiary has suffered any strikes, walkouts, work stoppages or other material labor difficulty within the last five (5) years preceding the Closing Date.
 
5.24	Representations as to Foreign Obligors .	
Each of the Company and each Foreign Obligor represents and warrants to the Lender that:
(a)    Such Foreign Obligor is subject to civil and commercial Laws with respect to its obligations under this Agreement and the other Loan Documents to which it is a party (collectively as to such Foreign Obligor, the “ Applicable Foreign Obligor Documents ”), and the execution, delivery and performance by such Foreign Obligor of the Applicable Foreign Obligor Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Obligor nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Obligor is organized and existing in respect of its obligations under the Applicable Foreign Obligor Documents.
(b)    The Applicable Foreign Obligor Documents are in proper legal form under the Laws of the jurisdiction in which such Foreign Obligor is organized and existing for the enforcement thereof against such Foreign Obligor under the Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents that the Applicable Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Obligor is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the Applicable Foreign Obligor Document or any other document is sought to be enforced and (ii) any charge or tax as has been timely paid.
(c)    As of the date hereof and provided that the Lender has compiled with its obligations in Section 3.01, there is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any
 
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deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which such Foreign Obligor is organized and existing (other than any Other Connection Taxes) either (i) on or by virtue of the execution or delivery of the Applicable Foreign Obligor Documents or (ii) on any payment to be made by such Foreign Obligor pursuant to the Applicable Foreign Obligor Documents, except as has been disclosed to the Lender. As of the date hereof and provided that the Lender has complied with its obligations in Section 3.01, it is not required under the Laws of the jurisdiction in which the Danish Borrower is incorporated or resident or at the address specified for the Borrowers on Schedule 1.01(a) to make any deduction for or on account of Tax (other than any Other Connection Taxes) from any payment it may make under any Loan Documents.
(d)    The execution, delivery and performance of the Applicable Foreign Obligor Documents executed by such Foreign Obligor are, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Obligor is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date ( provided that any notification or authorization described in clause (ii) shall be made or obtained as soon as is reasonably practicable).
(e)    The choice of the law of the State of New York as the governing law of the Loan Documents will be recognized and enforced in the Danish Borrower’s jurisdiction of incorporation and any judgment obtained in New York in relation to a Loan Document will be recognized and enforced in the Danish Borrower’s jurisdiction of incorporation.
(f)    Under the Laws of the jurisdiction in which the Danish Borrower is incorporated it is not necessary that the Loan Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Loan Documents or the transactions contemplated by the Loan Documents.
5.25      Company Loan Documents . The execution and delivery by the Company of the Loan Documents to which it is a party and the performance by it of its obligations thereunder (including its Guaranty) are in furtherance of its corporate purposes and necessary or convenient to the conduct, promotion and attainment of its business, and it shall derive a substantial benefit therefrom.
ARTICLE VI
AFFIRMATIVE COVENANTS
Each of the Loan Parties hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, such Loan Party shall, and shall cause each of its Subsidiaries to:
 
6.01	Financial Statements .	
Deliver to the Lender, in form and detail satisfactory to the Lender:
(a)     Audited Financial Statements . As soon as available, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (commencing with the fiscal year ended January 31, 2017, a Consolidated (and, if requested by the Lender, management prepared consolidating) balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related Consolidated (and, if requested by the Lender, management prepared consolidating) statements of income or operations and cash flows, and related Consolidated statements changes in shareholders’ equity
 
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for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such Consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Lender, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception (exceptions may be required as a result of (x) a prospective Event of Default with respect to any breach of any financial covenant or (y) the impending maturity of either Facility) or any qualification or exception as to the scope of such audit.
(b)     Quarterly Financial Statements . As soon as available, but in any event within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company (commencing with the fiscal quarter ended April 30, 2017), a Consolidated (and, if requested by the Lender, management prepared consolidating) balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, and the related Consolidated (and, if requested by the Lender, management prepared consolidating) statements of income or operations and cash flows, and related Consolidated statements changes in shareholders’ equity for such fiscal quarter and for the portion of the Company’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP and including management discussion and analysis of operating results inclusive of operating metrics in comparative form, such Consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of the Company as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes and such consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller that is a Responsible Officer of the Company to the effect that such statements are fairly stated in all material respects when considered in relation to the Consolidated financial statements of the Company and its Subsidiaries.
(c)     Business Plan and Budget . As soon as available, but in any event within sixty (60) days after the end of each fiscal year of the Company, an annual business plan and budget of the Company and its Subsidiaries on a Consolidated basis, including forecasts prepared by management of the Borrowers, in form reasonably satisfactory to the Lender, of Consolidated balance sheets and statements of income or operations and cash flows of the Company and its Subsidiaries on a fiscal quarterly basis for the immediately following fiscal year.
As to any information contained in materials furnished pursuant to Section 6.02(f), the Borrowers shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein.
 
6.02 	Certificates; Other Information .	
Deliver to the Lender, in form and detail satisfactory to the Lender:
(a)     Compliance Certificate . Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with the delivery of the financial statements for the fiscal year ended January 31, 2017), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller which is a Responsible Officer of the Company, and in the event of any change in generally accepted accounting principles used in the
 
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preparation of such financial statements, the Company shall also provide, if necessary for the determination of compliance with Section 7.11, a statement of reconciliation conforming such financial statements to GAAP. Unless the Lender requests executed originals, delivery of the Compliance Certificate may be by electronic communication including fax or email and shall be deemed to be an original and authentic counterpart thereof for all purposes.
(b)     Updated Schedules . Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(a), updated Schedules to this Agreement, to the extent permitted to be updated pursuant to the terms of this Agreement, which may be attached to the Compliance Certificate, to the extent required to make the representation related to such Schedule true and correct as of the date of such Compliance Certificate.
(c)     Calculations . Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(a) required to be delivered with the financial statements referred to in Section 6.01(a), a certificate (which may be included in such Compliance Certificate) including (i) the amount of all Restricted Payments, Investments (including Permitted Acquisitions), Dispositions, Capital Expenditures, Debt Issuances and Equity Issuance that were made during the prior fiscal year and (ii) amounts received in connection with any Extraordinary Receipt during the prior fiscal year.
(d)     Audit Reports; Management Letters; Recommendations . Promptly after any request by the Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them.
(e)     Annual Reports; Etc . Except to the extent publicly filed, promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent generally to the stockholders of the Company, and copies of all annual, regular, periodic and special reports and registration statements which the Borrowers may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Lender pursuant hereto.
(f)     Subordinated Debt Statements and Reports . Promptly after the furnishing thereof, copies of any statement or report furnished to any holder of Subordinated Debt of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lender pursuant to Section 6.01 or any other clause of this Section.
(g)     SEC Notices . Promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each material notice or other material correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof.
(h)     Notices . Not later than five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any instrument, indenture, loan or credit or similar agreement regarding or related to any breach or default by any party thereto or any other event that could reasonably be expected to materially impair the value of the interests or the rights of any Loan Party in a manner that could, or that otherwise could reasonably be expected to have a Material Adverse Effect and, from time to time upon request by the Lender, such information and reports regarding such instruments, indentures and loan and credit and similar agreements as the Lender may reasonably request.
 
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(i)     Environmental Notice . Promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to have a Material Adverse Effect.
(j)     Additional Information . Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Lender may from time to time reasonably request.
Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02 (e) or (f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which the Borrowers post such documents, or provides a link thereto on the Borrowers’ website on the Internet at the website address listed on Schedule 1.01(a) ; or (b) on which such documents are posted on the Borrowers’ behalf on an Internet or intranet website, if any, to which the Lender has access (whether a commercial, third-party website or whether sponsored by the Lender); provided that: (i) the Borrowers shall deliver paper copies of any such documents to the Lender upon its request to the Borrowers to deliver such paper copies and (ii) upon Lender’s request and provide to the Lender by e-mail electronic versions (i.e., soft copies) of such documents.
 
6.03	Notices .	
Promptly, but in any event within three (3) Business Days, notify the Lender:
(a)    of the occurrence of any Default;
(b)    of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including any such matter constituting (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrowers or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrowers or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrowers or any Subsidiary, including pursuant to any applicable Environmental Laws;
(c)    of the occurrence of any ERISA Event;
(d)    of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof, including any determination by the Borrowers referred to in Section 2.10(b); and
(e)    of any (i) occurrence of any Disposition of property or assets for which the Borrowers are required to make a mandatory prepayment pursuant to Section 2.05(b)(i), (ii) Equity Issuance for which the Borrowers are required to make a mandatory prepayment pursuant to Section 2.05(b)(ii), (iii) Debt issuance for which the Borrowers are required to make a mandatory prepayment pursuant to Section 2.05(b)(iii), and (iv) receipt of any Extraordinary Receipt for which the Borrowers are required to make a mandatory prepayment pursuant to Section 2.05(b)(iv).
 
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Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Company setting forth details of the occurrence referred to therein and to the extent applicable, stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.
 
6.04	Payment of Obligations .	
Pay and discharge as the same shall become due and payable (giving effect to any available extension), all its material obligations and liabilities, including (a) all material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrowers or such Subsidiary and (b) all lawful claims which, if unpaid, would by law become a Lien (other than a Permitted Lien) upon its property.
 
6.05	Preservation of Existence, Etc .	
(a)    Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05;
(b)    take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and
(c)    preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.
 
6.06	Maintenance of Properties .	
(a)    Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted;
(b)    make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and
(c)    use the standard of care typical in the industry in the operation and maintenance of its facilities.
 
6.07	Maintenance of Insurance .	
(a)     Maintenance of Insurance . Maintain with financially sound and reputable insurance companies not Affiliates of the Borrowers, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons, including, without limitation, terrorism insurance.
(b)     Evidence of Insurance . Cause the Lender to be named as lenders’ loss payable or loss payee, as applicable, as its interest may appear, and/or additional insured with respect of any such insurance providing liability coverage or coverage in respect of any Collateral, and cause, unless
 
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otherwise agreed to by the Lender, each provider of any such insurance to agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Lender that it will give the Lender thirty (30) days prior written notice before any such policy or policies shall be altered or cancelled (or ten (10) days prior notice in the case of cancellation due to the nonpayment of premiums). Annually, upon expiration of current insurance coverage, the Loan Parties shall provide, or cause to be provided, to the Lender, such evidence of insurance as required by the Lender, including, but not limited to: (i) certified copies of such insurance policies, (ii) evidence of such insurance policies (including, without limitation and as applicable, ACORD Form 28 certificates (or similar form of insurance certificate), and ACORD Form 25 certificates (or similar form of insurance certificate)), (iii) declaration pages for each insurance policy and (iv) lender’s loss payable endorsement if the Lender for the benefit of the Secured Parties is not on the declarations page for such policy. As requested by the Lender, the Loan Parties agree to deliver to the Lender an Authorization to Share Insurance Information.
 
6.08	Compliance with Laws .	
Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
 
6.09	Books and Records .	
(a)    Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP (in all material respects) consistently applied shall be made of all financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary, as the case may be; and
(b)    maintain such books of record and account in material conformity with all material applicable requirements of any Governmental Authority having regulatory jurisdiction over such Loan Party or such Subsidiary, as the case may be.
 
6.10	Inspection Rights .	
(a)    Permit representatives and independent contractors of the Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowers; provided , however , that when an Event of Default exists the Lender (or any of its respective representatives or independent contractors) may do any of the foregoing at the expense of the Company at any time during normal business hours and without advance notice.
(b)    If requested by the Lender in its sole discretion, permit the Lender and its representatives, upon reasonable advance notice to the Borrowers, to conduct, at the expense of the Company, an annual (i) personal property asset appraisal on personal property Collateral of the U.S. Loan Parties and (ii) field exam on the accounts receivable, inventory, payables, controls and systems of the Company and its Subsidiaries.
 
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(c)    If requested by the Lender in its sole discretion, permit the Lender, and its representatives, upon reasonable advance notice to the Borrowers, to conduct an annual audit of the Collateral at the expense of the Company.
 
6.11	Use of Proceeds .	
Use the proceeds of the Credit Extensions for general corporate purposes not in contravention of any Law or of any Loan Document (including, for the avoidance of doubt, as reimbursement to the Danish Borrower for the Danish Acquisition).
 
6.12	Reserved .	
 
6.13	Covenant to Guarantee Obligations .	
The Loan Parties will cause each of their Subsidiaries whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Lender in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided , however , (i) no Subsidiary disclosed on the Schedules provided in connection with this Agreement and existing on the date hereof other than those listed in the signature pages hereof under the heading “Foreign Guarantor” shall be required to become a Guarantor and (ii) no Subsidiary that is a CFC shall be required to become a Guarantor hereunder with respect to, or otherwise guarantee, any U.S. Obligations or as otherwise limited in Section 9.01(b). In connection therewith, the Loan Parties shall give notice to the Lender not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Lender in its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Lender, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b) and (e) and 6.14 and such other documents or agreements as the Lender may reasonably request, including without limitation, updated Schedules 1.01(b), 5.10, 5.19(a), 5.19(b), 5.20(b), 5.20(c), 5.20(d)(i), 5.20(d)(ii), 5.20(e), 5.20(f), and 5.20(g).
 
6.14	Covenant to Give Security .	
Except with respect to Excluded Property:
(a)     Equity Interests and Personal Property . The U.S. Borrower and each Domestic Guarantor will cause the Pledged Equity and all of its tangible and intangible personal property now owned or hereafter acquired by it to be subject at all times to a first priority, perfected Lien (subject to Permitted Liens to the extent permitted by the Loan Documents) in favor of the Lender for the benefit of the Secured Parties to secure the Secured Obligations pursuant to the terms and conditions of the Collateral Documents. The U.S. Borrower and each Domestic Guarantor shall provide opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Lender promptly (and in any event within thirty (30) days, after such Pledged Equity and personal property is acquired or formed, as applicable, or such longer period of time as agreed to by the Lender in its reasonable discretion).
(b)     Reserved .
(c)     Reserved .
 
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(d)     Deposit Accounts and Securities Accounts . After the date that is ninety (90) days after the Closing Date (or such longer time as the Lender may agree in its sole discretion), neither the U.S. Borrower nor any of the Domestic Guarantors shall open, maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial institution other than the Lender, or any other account where money or securities are or may be deposited or maintained with any Person, other than (w) the accounts set forth on Schedule  6.14 and designated as unrestricted accounts; provided that other than the accounts held at Wells Fargo Bank, National Association as of the Closing Date, the balance in any such account (other than the Foreign Accounts) does not exceed $100,000 and the aggregate balance in all such accounts does not exceed $250,000 (the “ Excluded Accounts ”), (x) the foreign accounts set forth on Schedule 6.14 (the “ Foreign Accounts ”), provided that, at all times on, or after, the date that is ninety (90) days after the Closing Date, the balance of each of the Foreign Accounts shall not exceed the Dollar Equivalent of $500,000, (y) deposit accounts that are maintained at all times with depository institutions as to which the Lender shall have received a Qualifying Control Agreement, provided that no Qualifying Control Agreements shall be required to be delivered prior to the date that is ninety (90) days after the Closing Date, or at any time prior to the occurrence and during the continuance of an Event of Default, with respect to the Excluded Accounts or the Foreign Accounts and (z) solely with respect to securities accounts, securities accounts that are maintained at all times with financial institutions as to which the Lender shall have received a Qualifying Control Agreement.
(e)     Updated Schedules . Concurrently with the delivery of any Collateral pursuant to the terms of this Section, the Borrowers shall provide the Administrative Agent with the applicable updated Schedules: 5.19(a), 5.19(b), 5.20(b)(i), 5.20(c), 5.20(d)(i), 5.20(d)(ii), 5.20(e), 5.20(f), and 5.20(g).
(f)     Further Assurances . Subject to Section 6.15, at any time upon request of the Lender, promptly execute and deliver any and all further instruments and documents and take all such other action (including promptly completing any registration or stamping of documents as may be applicable) as the Lender may deem necessary or desirable to maintain in favor of the Lender, for the benefit of the Secured Parties, Liens and insurance rights on the Collateral that are duly perfected in accordance with the requirements of, or the obligations of the U.S. Loan Parties under, the Loan Documents and all applicable Laws.
 
6.15	Further Assurances .	
Promptly upon request by the Lender, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments (including promptly completing any registration or stamping of documents as may be applicable) as the Lender may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so; provided however, unless an Event of Default shall have occurred and be continuing, the U.S. Loan Parties shall not be required to obtain a landlord waiver, collateral access agreement or similar waiver or agreement with respect to any location of a U.S. Loan Party where any personal property Collateral is located.
 
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6.16	Reserved .	
 
6.17	Compliance with Environmental Laws .	
Except as could not reasonably be expected to result in a Material Adverse Effect: (i) comply, and cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits; (ii) obtain and renew all Environmental Permits necessary for its operations and properties; and (iii) conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws; provided , however , that neither the Borrowers nor any of their Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.
 
6.18	Preparation of Environmental Reports .	
At the reasonable request of the Lender from time to time, provide to the Lender within sixty (60) days after such request, at the expense of the Borrowers, an environmental site assessment report for any of its properties described in such request, prepared by an environmental consulting firm acceptable to the Lender, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such properties; without limiting the generality of the foregoing, if the Lender determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Lender may retain an environmental consulting firm to prepare such report at the expense of the Borrowers, and the Borrowers hereby grant and agree to cause any Subsidiary that owns any property described in such request to grant at the time of such request to the Lender, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment.
 
6.19	Approvals and Authorizations .	
Maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Foreign Obligor is organized and existing, and all approvals and consents of each other Person in such jurisdiction, in each case that are required in connection with the Loan Documents.
 
6.20	Anti-Corruption Laws .	
Conduct its business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws.
 
6.21	Post-Closing Obligations .	
(a)    Within ninety (90) days of the Closing Date (or such longer time as the Lender may agree in its sole discretion), maintain its principal deposit accounts with the Lender or its Affiliates.
 
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(b)    Within sixty (60) days of the Closing Date (or such longer time as the Lender may agree in its sole discretion), the Danish Borrower shall amend its Organization Documents to not require board approval or consent for the transfer of any shares of the Danish Borrower.
(c)    Within sixty (60) days of the Closing Date (or such longer time as the Lender may agree in its sole discretion), the Company shall deliver to the Lender executed copies of all notes evidencing intercompany Indebtedness as required and permitted by Section 7.02(d), in each case in form and substance reasonably satisfactory to the Lender.
(d)    Within forty-five (45) days of the Closing Date (or such longer time as the Lender may agree in its sole discretion), the Company shall deliver to the Lender endorsements of insurance as set forth in Section 6.07, in form and substance reasonably satisfactory to the Lender.
(e)    Within sixty (60) days of the Closing Date (or such longer time as the Lender may agree in its sole discretion), the Danish Borrower shall deliver to the Lender evidence of an acknowledgment in the Danish Borrower’s shareholders’ registry of the Lender’s security interest in the Pledged Equity, in form and substance reasonably satisfactory to the Lender.
 
6.22	Pari Passu Ranking .	
Ensure that the payment obligations of the Foreign Obligors under the Loan Documents rank and continue to rank at least pari passu with the claims of all of the Foreign Obligors’ other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.
ARTICLE VII
NEGATIVE COVENANTS
Each of the Loan Parties hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:
 
7.01	Liens .	
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for the following (the “ Permitted Liens ”):
(a)    Liens pursuant to any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement;
(b)    Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) no direct or any contingent obligor with respect thereto is added and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);
 
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(c)    Liens for taxes, assessments and government chargers not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d)    Statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which secure amounts that are not overdue for a period of more than sixty (60) days, or which are being contested in good faith and by appropriate proceedings diligently conducted; provided adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e)    pledges or deposits (including obligations with respect to letters of credit or bank guarantees issued in lieu of such deposits or pledges) in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f)    deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature (including obligations with respect to letters of credit or bank guarantees issued in lieu of such deposits) incurred in the ordinary course of business;
(g)    easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h)    Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(i)    Liens securing Indebtedness permitted under Section 7.02(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;
(j)    bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Company or any of its Subsidiaries with the Lender, in each case in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;
(k)    Liens arising out of judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review;
(l)    Any interest or title of a lessor, lessee, licensor, licensee, sublessor or sublessee under any lease, license or sublease entered into by any Loan Party or any Subsidiary thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased, and any statutory Liens securing obligations owing to landlords under leases in the ordinary course of business;
 
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(m)    Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection;
(n)    Any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority;
(o)    Liens in favor of any Foreign Obligation Provider securing the Foreign Subsidiary Secured Obligations permitted pursuant to Section 7.02(g);
(p)    Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or Investment and do not extend to any assets other than those of the Person merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary; and
(q)    other Liens on specific assets securing Indebtedness or other obligations outstanding in an aggregate principal amount not to exceed $1,000,000 at any time, provided that no such Lien shall be a Lien on all or substantially all assets of any Loan Party.
 
7.02	Indebtedness .	
Create, incur, assume or suffer to exist any Indebtedness, except:
(a)    Indebtedness under the Loan Documents;
(b)    Indebtedness outstanding on the date hereof and listed on Schedule  7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and no direct or any contingent obligor with respect thereto is added, as a result of or in connection with such refinancing, refunding, renewal or extension; and, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination, standstill and related terms (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate;
(c)    (i) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for the acquisition of fixed or capital assets (other than in a Permitted Acquisition) within the limitations set forth in Section 7.01(i); provided , however , that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $2,500,000; and (ii) Indebtedness of a Person that becomes a subsidiary after the date hereof in connection with a Permitted Acquisition (but not incurred in contemplation thereof) in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $2,500,000;
 
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(d)    Unsecured Indebtedness of a Subsidiary of a Borrower owed to a Borrower or a wholly-owned Subsidiary of a Borrower, which Indebtedness shall meet the following requirements: (i) to the extent required by the Lender, or in any event in the case of Indebtednesses by any Subsidiary of the Company to any U.S. Loan Party shall be evidenced by promissory notes and be pledged to the Lender as Collateral for the Secured Obligations in accordance with the terms of the Security Agreement, (ii) with respect to any Indebtedness owed by a U.S. Loan Party to any Subsidiary that is not a U.S. Loan Party or by any Foreign Obligor to any Subsidiary that is not a Loan Party, be on terms (including subordination terms) reasonably acceptable to the Lender and (iii) be otherwise permitted under the provisions of Section 7.03 (“ Intercompany Debt ”);
(e)    Guarantees of any Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Borrower or Subsidiary; provided that any guaranty by a U.S. Loan Party of Indebtedness of a Subsidiary that is not a U.S. Loan Party shall only be permitted to the extent constituting an investment permitted by Section 7.03(c);
(f)    obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;
(g)    Indebtedness under the Foreign Obligation Loan Documents;
(h)    Indebtedness secured by Liens permitted by Section 7.01(q), and extensions, renewals and refinancing thereof, provided that the aggregate principal amount of all such Indebtedness at any time outstanding shall not exceed $1,000,000;
(i)    in connection with any Permitted Acquisition, Indebtedness owing to seller(s) of a Target in the form of unsecured seller notes or earnouts incurred in connection therewith, provided that (i) at the time of incurrence of any such Indebtedness, and after giving effect thereto, no Event of Default then exists or would result therefrom and (ii) such seller notes and earnouts shall not exceed 25% of the Cost of Acquisition for such Permitted Acquisition;
(j)    Indebtedness secured by Liens permitted by Section 7.01(e) or Section 7.01(f), incurred in the ordinary course of business;
(k)    Indebtedness consisting of unpaid insurance premiums (not in excess of one (1) year’s premiums) owing to insurance companies and insurance brokers incurred in connection with the financing of insurance premiums in the ordinary course of business;
(l)    unsecured Indebtedness incurred by the Company to repurchase Qualified Equity Interests of the Company issued to employees, consultants, agents, officers and directors of the Company provided that at the time of incurrence of any such Indebtedness, and after giving effect thereto, no Event of Default exists or would result therefrom and subject to the limitation as set forth in Section 7.06(d); and
(m)    other unsecured Indebtedness not contemplated by the above provisions in an aggregate principal amount not to exceed $100,000 at any time outstanding; provided that, at the time of the incurrence thereof the Loan Parties are in Pro Forma Compliance with each of the financial covenants set forth in Section 7.11.
 
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7.03 	Investments .	
Make or hold any Investments, except:
(a)    Investments held by the Company and its Subsidiaries in the form of cash or Cash Equivalents;
(b)    advances to officers, directors and employees of the Borrowers and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;
(c)    (i) Investments by the Company and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Company and its Subsidiaries in Domestic Subsidiaries that are Loan Parties, (iii) additional Investments by Subsidiaries of the Company that are not Loan Parties (other than inactive Subsidiaries per Section 7.18) in other Subsidiaries that are not Loan Parties, (iv) so long as no Default has occurred and is continuing or would result from making such Investment at the time of the making of such Investment, additional Investments by the Company and its Subsidiaries in wholly-owned Foreign Subsidiaries that are Loan Parties in an aggregate amount invested from the date hereof not to exceed $5,000,000 and (v) so long as no Default has occurred and is continuing or would result from making such Investment at the time of the making of such Investment, additional Investments by the Company and its Subsidiaries in wholly-owned Foreign Subsidiaries that are not Loan Parties in an aggregate amount invested from the date hereof not to exceed $2,500,000 or such higher amount as may be required for the payment of Cost of Acquisition with respect to any Permitted Acquisition by a Foreign Subsidiary, provided in each case, the provisions of Section 7.2(d) shall be met with respect to Intercompany Debt.
(d)    Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;
(e)    Guarantees permitted by Section 7.02;
(f)    Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03 ;
(g)    Permitted Acquisitions (other than of CFCs and Subsidiaries held directly or indirectly by a CFC, which Investments are covered by Section 7.03(c)(iv));
(h)    Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;
(i)    other Investments not contemplated by the above provisions not exceeding $1,000,000 in the aggregate in any fiscal year of the Company;
(j)    Investments by the Company in the Danish Borrower in any Fiscal Quarter in an aggregate amount not to exceed the aggregate amount of regularly scheduled payments of principal and interest owed by the Danish Borrower hereunder in such Fiscal Quarter;
 
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(k)    Investments by the Company in the a Foreign Subsidiary in the amount equal to any earnout payments due from a Foreign Subsidiary with respect to the Danish Acquisition or any other Permitted Acquisition; and
(l)    Investments by foreign branch operations of the Company (subject to the limitations on Foreign Accounts set forth in Section 6.14(d)) or by Foreign Subsidiaries in Foreign Cash Equivalents.
 
7.04 	Fundamental Changes .	
Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:
(a)    any Subsidiary may merge with (i) a Borrower; provided that a Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person;
(b)    any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower or to another Loan Party;
(c)    any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; and subsequently dissolve following such Disposition;
(d)    in connection with any Permitted Acquisition, any Subsidiary of a Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Borrower and (ii) in the case of any such merger to which any Loan Party (other than a Borrower) is a party, such Loan Party is the surviving Person; and
(e)    so long as no Default has occurred and is continuing or would result therefrom, each of the Borrowers and any of their Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however , that in each case, immediately after giving effect thereto (i) in the case of any such merger to which a Borrower is a party, a Borrower is the surviving Person and (ii) in the case of any such merger to which any Loan Party (other than a Borrower) is a party, such Loan Party is the surviving Person.
 
7.05 	Dispositions .	
Make any Disposition or enter into any agreement to make any Disposition, except:
(a)    Permitted Transfers;
(b)    Dispositions of obsolete or worn out property or property no longer used or useful in the disposing party’s business, in each case, whether now owned or hereafter acquired, in the ordinary course of business;
 
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(c)    Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d)    Dispositions permitted by Section 7.04 or Section 7.06 or constituting Investments permitted under Section 7.03;
(e)    Dispositions of accounts receivables to a third party in connection with the compromise, settlement or collection thereof in the ordinary course of business exclusive of factoring or similar arrangements so long as (i) the account debtor with respect thereto has instituted or consented to the institution of any proceeding under any Debtor Relief Law and (ii) all such Dispositions do not exceed $500,000 in the aggregate in any fiscal year;
(f)    other Dispositions so long as (i) the consideration paid in connection therewith shall be cash or Cash Equivalents paid contemporaneously with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (ii) if such transaction is a Sale and Leaseback Transaction, such transaction is not prohibited by the terms of Section 7.14, (iii) such transaction does not involve the sale or other disposition of a minority Equity Interests in any Subsidiary, (iv) such transaction does not involve a sale or other disposition of receivables other than receivables owned by or attributable to other property concurrently being disposed of in a transaction otherwise permitted under this Section, and (v) the aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions occurring after the Closing Date shall not exceed $500,000; and
(g)    any Involuntary Disposition not reasonably expected to result in a Material Adverse Effect.
 
7.06 	Restricted Payments .	
Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or, solely in the case of Subsidiaries issue or sell any Equity Interests or accept any capital contributions, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:
(a)    each Subsidiary may make Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made, including without limitation any Restricted Payment of AstroNova GMBH to the Company made for the purpose of enabling Company to advance funds to the Danish Borrower in any Fiscal Quarter, as permitted pursuant to Section 7.03(j) in an amount equal to the regularly scheduled payments of principal and interest of the Term Loan due in such Fiscal Quarter;
(b)    the Borrowers and each Subsidiary may declare and make dividend payments or other distributions payable solely in Qualified Equity Interests of such Person;
(c)    any Subsidiary may issue or sell any Qualified Equity Interest to either Borrower or Subsidiary if any related or resulting Investment would otherwise be permitted under Section 7.03;
(d)    so long as no Event of Default then exists or would immediately result therefrom, the Company may redeem, repurchase or acquire Qualified Equity Interests of the Company issued to employees, consultants, agents, officers and directors of the Company, provided that the aggregate amount of all such redemptions do not exceed $500,000 during any fiscal year;
 
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(e)    so long as the Loan Parties are in Pro Forma Compliance with each of the financial covenants set forth in Section 7.11 after giving effect thereto, the Company may declare and pay dividends on its Qualified Equity Interests in an aggregate amount not to exceed $2,500,000 in any fiscal year;
(f)    so long as no Event of Default then exists or would immediately result therefrom and the Loan Parties are in Pro Forma Compliance with each of the financial covenants set forth in Section 7.11 after giving effect thereto, the Company may repurchase Qualified Equity Interests of the Company, provided that the aggregate amount of all such redemptions do not exceed $5,000,000 in any fiscal year; and
(g)    the Company may issue Qualified Equity interests.
 
7.07 	Change in Nature of Business .	
Engage in any material line of business substantially different from those lines of business conducted by the Company and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.
 
7.08 	Transactions with Affiliates .	
Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) advances of working capital among other U.S. Loan Parties, (b) transfers of cash and assets among U.S. Loan Parties or any cash and assets from any Subsidiary that is not a Loan Party to any Loan Party, (c) intercompany transactions expressly permitted by this Agreement, (d) normal and reasonable compensation and reimbursements of expenses, and indemnifications of officers and directors, (e) other transactions among U.S. Loan Parties, (f) transactions among Foreign Obligors, (g) transactions among Subsidiaries that are not Loan Parties, (i) employment, service, and severance agreements with officers and directors in the ordinary course of business and (j) except as otherwise specifically limited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on fair and reasonable terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or Affiliate, provided, that no Foreign Obligor will engage in any transactions that would violate any capital maintenance requirement under applicable law or limit in any way the enforcement or amount of its Foreign Subsidiary Guaranty.
 
7.09 	Burdensome Agreements .	
Enter into, or permit to exist, any Contractual Obligation (except for this Agreement and the other Loan Documents) that (a) encumbers or restricts the ability of (i) any such Person to act as a Loan Party (to the extent required by the Loan Documents); (ii) any Subsidiary to make Restricted Payments to any Loan Party, (iii) any Subsidiary to pay any Indebtedness or other obligation owed to any Loan Party, (iv) any Subsidiary to make loans or advances to any Loan Party, or (v) any Loan Party to create in favor of the Lender or any of the other Secured Parties any Lien upon any of its properties or assets, whether now owned or hereafter acquired, except (x) encumbrances or restrictions under or by reason of applicable law, (y) non-assignment provisions or other restrictions on transfer existing under lease, license or other contract, and (z) in the case of clause (a)(v) only, for any document or instrument
 
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governing Indebtedness incurred pursuant to Section 7.02(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, or (b) requires the grant of any Lien on property for any obligation if a Lien on such property is given as security for the Secured Obligations.
 
7.10 	Use of Proceeds .	
Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.
 
7.11 	Financial Covenants .	
(a)     Consolidated Leverage Ratio . Permit the Consolidated Leverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Company to be greater than 3.00 to 1.00.
(b)     Consolidated Fixed Charge Coverage Ratio . Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Company to be less than 1.25 to 1.00.
 
7.12 	Reserved .	
 
7.13	Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation; Form of Entity and Accounting Changes .	
(a)    Amend any of its Organization Documents if such amendment would be materially adverse to the interests of the Lender;
(b)    change its fiscal year;
(c)    without providing ten (10) days prior written notice to the Lender (or such extended period of time as agreed to by the Lender), change its name, state of formation, form of organization or principal place of business;
(d)    make any material change in accounting policies or reporting practices, except as required by GAAP; or
(e)    amend the Share Purchase Agreement in a manner materially adverse to the Lender.
 
7.14 	Sale and Leaseback Transactions . Enter into any Sale and Leaseback Transaction.	
 
7.15 	Prepayments, Etc. of Indebtedness .	
Prepay, redeem, purchase, defease or otherwise satisfy any Subordinated Debt prior to the scheduled maturity thereof in any manner (including by the exercise of any right of setoff) (or obligate itself to do so), or make any payment in violation of any subordination, standstill or collateral sharing terms of or governing any Subordinated Indebtedness.
 
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7.16 	Sanctions .	
Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person of Sanctions.
 
7.17 	Anti-Corruption Laws .	
Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions.
 
7.18 	AstroNova Aerospace, Inc.	
The Loan Parties shall not permit AstroNova Aerospace, Inc. to incur any liabilities or hold any assets other than de minimis assets and liabilities pending dissolution.
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
 
8.01 	Events of Default .	
Any of the following shall constitute an Event of Default:
(a)     Non-Payment . The Borrowers or any other Loan Party fail to pay (i) when and as required to be paid herein and in the currency required hereunder, any amount of principal of any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) within three (3) days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five (5) days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or
(b)     Specific Covenants . Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05(a), 6.08, 6.10, 6.11, Article VII or Article IX; or
(c)     Other Defaults . Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days; or
(d)     Representations and Warranties . Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrowers or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect (or in any respect to the extent qualified by materiality) when made or deemed made, or
 
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(e)     Cross-Default . (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee of Indebtedness (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount or (iii) there occurs any default or event of default under any Foreign Obligation Loan Document; or
(f)     Insolvency Proceedings, Etc . Any Loan Party or any Subsidiary thereof institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or
(g)     Inability to Pay Debts; Attachment . (i) Any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty (30) days after its issue or levy; or
(h)     Judgments . There is entered against any Loan Party or any Subsidiary thereof (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of thirty (30) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or
 
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(i)     ERISA . (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrowers or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or
(j)     Invalidity of Loan Documents . Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations arising under the Loan Documents, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document or it is or becomes unlawful for a Loan Party to perform any of its obligations under the Loan Documents; or
(k)     Collateral Documents . Any Collateral Document after delivery thereof pursuant to the terms of the Loan Documents shall for any reason cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on the Collateral purported to be covered thereby (subject to any exceptions or other terms set forth in the Collateral Documents), or any Loan Party shall assert the invalidity of such Liens; or
(l)     Change of Control . There occurs any Change of Control.
If a Default shall have occurred under the Loan Documents, then such Default will continue to exist until it either is cured (to the extent specifically permitted) in accordance with the Loan Documents or is otherwise expressly waived by Lender as determined in accordance with Section 10.01; and once an Event of Default occurs under the Loan Documents, then such Event of Default will continue to exist until it is expressly waived by the Lender, as required hereunder in Section 10.01.
 
8.02 	Remedies upon Event of Default .	
If any Event of Default occurs and is continuing, the Lender may take any or all of the following actions:
(a)    declare the Commitment of the Lender to make Loans and L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;
(b)    declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers;
(c)    require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and
(d)    exercise all rights and remedies available to it under the Loan Documents or applicable Law or equity;
 
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provided , however , that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrowers under the Bankruptcy Code of the United States, the obligation of the Lender to make Loans and L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Lender.
 
8.03 	Application of Funds .	
After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02) or if at any time insufficient funds are received by and available to the Lender to pay fully all Secured Obligations then due hereunder, any amounts received on account of the Secured Obligations shall, subject to the provisions of Section 2.12, be applied by the Lender in its sole discretion. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or its assets.
ARTICLE IX
CONTINUING GUARANTY
 
9.01 	Guaranty .	
(a)     Domestic Guaranty . Each Domestic Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Secured Obligations (for the avoidance of doubt, specifically including without limitation all U.S. Obligations, all Foreign Obligations and all other Foreign Subsidiary Secured Obligations), whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of either of the Borrowers to the Secured Parties, arising hereunder or under any other Loan Document, any Foreign Obligation Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof) (for each Domestic Guarantor, subject to the proviso in this sentence, its “ Domestic Guaranteed Obligations ”); provided that (a) the Domestic Guaranteed Obligations of a Domestic Guarantor shall exclude any Excluded Swap Obligations with respect to such Domestic Guarantor and (b) the liability of each Domestic Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other applicable Law.
(b)     Foreign Subsidiary Guaranty . Each Foreign Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Foreign Subsidiary Secured Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Danish Borrower or any other Foreign Subsidiary to the Secured Parties, arising hereunder or under any other Loan Document, any Foreign
 
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Obligation Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof) (for each Foreign Guarantor, subject to the proviso in this sentence, its “ Foreign Guaranteed Obligations ”); provided that (a) the Foreign Guaranteed Obligations of a Foreign Guarantor shall exclude (i) any Excluded Swap Obligations with respect to such Foreign Guarantor and (ii) any U.S. Obligations, any Domestic Guaranteed Obligations and all other obligations owing by the Company or any Domestic Subsidiary under the Loan Documents, any Secured Cash Management Agreements or any Secured Hedge Agreements or otherwise, and (b) the liability of each Foreign Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other applicable Law, in each case to the extent applicable. Notwithstanding anything set out to the contrary in this Agreement, the obligations of each Danish Guarantor under this Agreement and the other Loan Documents to which it is a party shall be limited if and to the extent required to comply with Danish statutory provisions including, without limitation, Section 206(1) (as modified by Section 206(2)) of Consolidated Act No. 1089 of 14 September 2015 on public and private limited liability companies as amended and supplemented from time to time (the Danish Companies Act) and (ii) Section 210(1) (as modified by Section 210(2) and Sections 211 and 212 of the Danish Companies Act).
(c)     General . The Lender’s books and records showing the amount of the Obligations, the U.S. Obligations, the Foreign Obligations, the Domestic Guaranteed Obligations, the Foreign Guaranteed Obligations, the Secured Obligations and the Foreign Subsidiary Secured Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount thereof. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or the Foreign Subsidiary Secured Obligations or any instrument or agreement evidencing any Secured Obligations or the Foreign Subsidiary Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations or the Foreign Subsidiary Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.
 
9.02	Rights of Lender .	
Each Guarantor consents and agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Secured Obligations or the Foreign Subsidiary Secured Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Secured Obligations or the Foreign Subsidiary Secured Obligations; (c) apply such security and direct the order or manner of sale thereof as the Lender in its sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Secured Obligations or the Foreign Subsidiary Secured Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.
 
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9.03	Certain Waivers .	
Each Guarantor waives (a) any defense arising by reason of any disability or other defense of either Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of either Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of either Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against either Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations or the Foreign Subsidiary Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations or the Foreign Subsidiary Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations or Foreign Subsidiary Secured Obligations.
 
9.04	Obligations Independent .	
The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Secured Obligations and the Foreign Subsidiary Secured Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not either Borrower or any other Person is joined as a party.
 
9.05	Subrogation .	
No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Secured Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and the Commitments and the Facilities are terminated. If any amounts are paid to a Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to reduce the amount of the Secured Obligations, whether matured or unmatured.
 
9.06	Termination; Reinstatement .	
This Guaranty is a continuing and irrevocable guaranty of the Domestic Guarantors with respect to all Secured Obligations and other Domestic Guaranteed Obligations and of the Foreign Guarantors with respect to all Foreign Subsidiary Secured Obligations and other Foreign Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrowers or a Guarantor is made, or any of the Secured Parties exercises its right of setoff, in respect of any of the Secured Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had
 
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not been made or such setoff had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Guaranty.
 
9.07	Stay of Acceleration .	
If acceleration of the time for payment of any of the Secured Obligations or the Foreign Subsidiary Secured Obligations is stayed, in connection with any case commenced by or against a Guarantor or either of the Borrowers under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Foreign Guarantor with respect to Foreign Guaranteed Obligations, jointly and severally, and by each Domestic Guarantor with respect to Domestic Guaranteed Obligations, jointly and severally, immediately upon demand by the Secured Parties.
 
9.08	Condition of Borrower .	
Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the applicable Borrower or Borrowers and any other guarantor such information concerning the financial condition, business and operations of each of the Borrowers and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to it any information relating to the business, operations or financial condition of either of the Borrowers or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).
 
9.09	Appointment of Borrower .	
Each of the Loan Parties hereby appoints the U.S. Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the U.S. Borrower may execute such documents and provided such authorizations on behalf of such Loan Parties as the U.S. Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Lender to the Borrowers shall be deemed delivered to each Loan Party and (c) the Lender may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the U.S. Borrower on behalf of each of the Loan Parties.
 
9.10	Right of Contribution .	
The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under applicable Law.
 
9.11	Keepwell .	
(a)    Each U.S. Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified
 
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ECP Guarantor’s obligations and undertakings under this Article IX voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each U.S. Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.
(b)    Each Foreign Obligor that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party that is a Foreign Subsidiary becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each such Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article IX voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Foreign Subsidiary Secured Obligations have been indefeasibly paid and performed in full. Each Foreign Obligor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party that is a Foreign Subsidiary for all purposes of the Commodity Exchange Act.
ARTICLE X
MISCELLANEOUS
 
10.01	Amendments, Etc .	
No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrowers or any other Loan Party therefrom, shall be effective unless in writing signed by the Lender and the Borrowers or the applicable Loan Party, as the case may be, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
 
10.02	Notices; Effectiveness; Electronic Communications .	
(a)     Notices Generally . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax transmission or e-mail transmission as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, to the address, fax number, e-mail address or telephone number specified for the Borrowers or any other Loan Party or the Lender on Schedule  1.01(a) .
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by fax transmission shall be deemed to have been given when sent (except that, if not given during
 
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normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).
(b)     Electronic Communications . Notices and other communications to the Lender hereunder may be delivered or furnished by electronic communication (including e-mail, FPML messaging and Internet or intranet websites) pursuant to procedures approved by the Lender. The Lender or the Borrowers may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
Unless the Lender otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices and other communications posted to an Internet or intranet website shall be deemed received by the intended recipient upon the sender’s receipt of an acknowledgement by the intended recipient (such as by the “return receipt requested” function, as available, return email address or other written acknowledgement) indicating that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.
(c)     Change of Address, Etc . Each of the Borrowers and the Lender may change its address, fax number or telephone number or e-mail address for notices and other communications hereunder by notice to the other parties hereto.
(d)     Reliance by Lender . The Lender shall be entitled to rely and act upon any notices (including, without limitation, telephonic or electronic notices, Loan Notices, Letter of Credit Applications and Notice of Loan Prepayment) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party. All telephonic notices to and other telephonic communications with the Lender may be recorded by the Lender, and each of the parties hereto hereby consents to such recording.
 
10.03	No Waiver; Cumulative Remedies; Enforcement .	
No failure by the Lender to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
 
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10.04	Expenses; Indemnity; Damage Waiver .	
(a)     Costs and Expenses . The Loan Parties shall pay (i) all reasonable out-of-pocket expenses incurred by the Lender and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Lender), in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Lender (including the fees, charges and disbursements of any counsel for the Lender), and shall pay all fees and time charges for attorneys who may be employees of the Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Notwithstanding the foregoing, the Foreign Obligors shall only be responsible for payment of any of the foregoing costs and expenses with respect to and attributable to the Foreign Obligations.
(b)     Indemnification by the Loan Parties . The U.S. Loan Parties, jointly and severally with respect to all Secured Obligations and all Loan Parties and their Subsidiaries, and the Foreign Obligors, solely with respect to all Foreign Subsidiary Secured Obligations, shall indemnify the Lender and each Related Party (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrowers or any other Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.
 
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(c)     Waiver of Consequential Damages, Etc . To the fullest extent permitted by applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.
(d)     Payments . All amounts due under this Section shall be payable not later than ten (10) Business Days after demand therefor.
(e)     Survival . The agreements in this Section and the indemnity provisions of Section 10.02(d) shall survive the termination of the Commitments and the repayment, satisfaction or discharge of all the other Secured Obligations.
 
10.05	Payments Set Aside .	
To the extent that any payment by or on behalf of the Borrowers is made to the Lender, or the Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred.
 
10.06	Successors and Assigns .	
This Agreement is binding on each Loan Party’s and the Lender’s successors and assignees. Each Loan Party agrees that it may not assign this Agreement without the Lender’s prior consent. Subject to the conditions set forth herein, the Lender may sell participations in or assign this loan, and may exchange information about the Loan Parties (including, without limitation, any information regarding any hazardous substances) with actual or potential participants or assignees, provided , that, the prior written consent of the Company shall be required unless (i) an Event of Default has occurred and is continuing at the time of such assignment or participation or (ii) such assignment or participation is to an Affiliate of the Lender or an Approved Fund, provided further that, the Company shall be deemed to have consented to any such assignment or participation unless it shall object thereto by written notice to the Lender within five (5) Business Days after having received notice thereof. If a participation is sold or the loan is assigned, the purchaser will have the right of set-off against the Borrowers (subject to the terms of the Loan Documents).
 
10.07	Treatment of Certain Information; Confidentiality .	
(a)     Treatment of Certain Information . The Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates, its auditors and to its Related Parties (it being understood that the Persons to whom such disclosure is made
 
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will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement or (B) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to any Loan Party and its obligations, this Agreement or payments hereunder, (vii) on a confidential basis to any rating agency in connection with rating any Loan Party or its Subsidiaries or the credit facilities provided hereunder, (viii) with the consent of the Borrowers or to the extent such Information (1) becomes publicly available other than as a result of a breach of this Section or (2) becomes available to the Lender or any of its Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all non-public information received from any Loan Party or any Subsidiary relating to any Loan Party or any Subsidiary or any of their respective businesses, other than any such information that is available to the Lender on a nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. In addition, the Lender may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers the Lender in connection with the administration of this Agreement, the other Loan Documents and the Commitments.
(b)     Press Releases . The Loan Parties and their Affiliates agree that they will not in the future issue any press releases or other public disclosure using the name of the Lender or its Affiliates or referring to this Agreement or any of the Loan Documents without the prior written consent of the Lender, unless (and only to the extent that) the Loan Parties or such Affiliate is required to do so under law and then, in any event the Loan Parties or such Affiliate will consult with such Person before issuing any such press release or other similar public disclosure.
(c)     Customary Advertising Material . The Loan Parties consent to the publication by the Lender of customary advertising material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties.
 
10.08	Right of Setoff .	
(a)    If an Event of Default shall have occurred and be continuing, the Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Lender or any such Affiliate to or for the credit or the account of the U.S. Borrower or any other U.S. Loan Party against any and all of the obligations of the Borrowers or any other Loan Party now or hereafter existing under this Agreement or any other Loan Document to the Lender or its Affiliates, irrespective of whether or not the Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrowers or such Loan
 
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Party may be contingent or unmatured, secured or unsecured, or are owed to a branch, office or Affiliate of the Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness. The rights of the Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that the Lender or its Affiliates may have. The Lender agrees to notify the U.S. Borrower promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
(b)    If an Event of Default shall have occurred and be continuing, the Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Lender or any such Affiliate to or for the credit or the account of the Danish Borrower or any other Foreign Loan Party against any and all of the obligations of the Danish Borrower or such Foreign Obligor now or hereafter existing under this Agreement or any other Loan Document to the Lender or its Affiliates, irrespective of whether or not the Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Danish Borrower or such Foreign Obligor may be contingent or unmatured, secured or unsecured, or are owed to a branch, office or Affiliate of the Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness. The rights of the Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that the Lender or its Affiliates may have. The Lender agrees to notify the Borrowers promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
 
10.09	Interest Rate Limitation .	
Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”). If the Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged, or received by the Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
 
10.10	Counterparts; Integration; Effectiveness .	
This Agreement and each of the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Lender, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Lender and when the Lender shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement or any other Loan Document, or any certificate delivered thereunder, by fax transmission or e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement or such other Loan Document or certificate. Without limiting the
 
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foregoing, to the extent a manually executed counterpart is not specifically required to be delivered under the terms of any Loan Document, upon the request of any party, such fax transmission or e-mail transmission shall be promptly followed by such manually executed counterpart.
 
10.11	Survival of Representations and Warranties .	
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Lender, regardless of any investigation made by the Lender or on its behalf and notwithstanding that the Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force until the Facility Termination Date.
 
10.12	Severability .	
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
 
10.13	Governing Law; Jurisdiction; Etc .	
(a)     GOVERNING LAW . THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b)     SUBMISSION TO JURISDICTION . EACH OF THE BORROWERS AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE LENDER OR ANY RELATED PARTY IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THAT A FINAL
 
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JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST EITHER BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(c)     WAIVER OF VENUE . EACH OF THE BORROWERS AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE BORROWERS AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(d)     SERVICE OF PROCESS . EACH PARTY HERETO (OTHER THAN THE DANISH BORROWER AND ANY FOREIGN OBLIGOR) IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
(e)     SERVICE OF PROCESS FOR DANISH BORROWER AND FOREIGN OBLIGORS . WITHOUT PREJUDICE TO ANY OTHER MODE OF SERVICE ALLOWED UNDER ANY RELEVANT LAW, THE DANISH BORROWER AND ANY FOREIGN OBLIGOR: (i) IRREVOCABLY APPOINTS THE U.S. BORROWER AS ITS AGENT FOR SERVICE OF PROCESS IN RELATION TO ANY PROCEEDINGS BEFORE THE COURTS OF THE STATE OF NEW YORK IN CONNECTION WITH ANY LOAN DOCUMENT, WITH SUCH SERVICE OR PROCESS ON SUCH AGENT TO BE IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02, AND (ii) AGREES THAT FAILURE BY A PROCESS AGENT TO NOTIFY THE DANISH BORROWER AND ANY FOREIGN OBLIGOR OF THE PROCESS WILL NOT INVALIDATE THE PROCEEDINGS CONCERNED. EACH OF THE U.S. BORROWER, THE DANISH BORROWER AND ANY FOREIGN OBLIGOR EXPRESSLY AGREES AND CONSENTS TO THE PROVISIONS OF THIS SECTION 10.13(e).
 
10.14	Waiver of Jury Trial .	
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
 
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10.15	Subordination .	
Each Loan Party (a “ Subordinating Loan Party ”) hereby subordinates the payment of all obligations and indebtedness of any other Loan Party owing to it, whether now existing or hereafter arising, including but not limited to any obligation of any such other Loan Party to the Subordinating Loan Party as subrogee of the Secured Parties or resulting from such Subordinating Loan Party’s performance under this Guaranty, to the indefeasible payment in full in cash of all Secured Obligations. If the Secured Parties so request, any such obligation or indebtedness of any such other Loan Party to the Subordinating Loan Party shall be enforced and performance received by the Subordinating Loan Party as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Secured Parties on account of the Secured Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement. Without limitation of the foregoing, so long as no Default has occurred and is continuing, the Loan Parties may make and receive payments with respect to Intercompany Debt as otherwise permitted hereunder; provided , that in the event that any Loan Party receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section, such payment shall be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Lender.
 
10.16	No Advisory or Fiduciary Responsibility .	
In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrowers and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) the services regarding this Agreement provided by the Lender and any Affiliate thereof are arm’s-length commercial transactions between the Borrowers, each other Loan Party and their respective Affiliates, on the one hand, and the Lender and its Affiliates, on the other hand, (ii) each of the Borrowers and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrowers and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) the Lender and its Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (ii) neither the Lender nor any of its Affiliates has any obligation to the Borrowers, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Lender and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Loan Parties and their respective Affiliates, and neither the Lender nor any of its Affiliates has any obligation to disclose any of such interests to the Borrowers, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and each other Loan Party hereby waives and releases any claims that it may have against the Lender or any of its Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby.
 
102

10.17	Electronic Execution .	
The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Lender, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary, the Lender is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Lender pursuant to procedures approved by it; provided further without limiting the foregoing, upon the request of the Lender, any electronic signature shall be promptly followed by such manually executed counterpart.
 
10.18	USA PATRIOT Act Notice .	
The Lender hereby notifies the Borrowers and the other Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow the Lender to identify each Loan Party in accordance with the Act. The Borrowers and the Loan Parties agree to, promptly following a request by the Lender, provide all such other documentation and information that the Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.
 
10.19	ENTIRE AGREEMENT .	
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
 
10.20	Judgment Currency .	
If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Lender could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Borrower in respect of any such sum due from it to the Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “ Judgment Currency ”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “ Agreement Currency ”), be discharged only to the extent that on the Business Day following receipt by the Lender of any sum adjudged to be so due in the Judgment Currency, the Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Lender from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Lender against such loss. If the amount of the
 
103

Agreement Currency so purchased is greater than the sum originally due to the Lender in such currency, the Lender agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable law)
 
10.21	Acknowledgement and Consent to Bail-In of EEA Financial Institutions .	
(a)    Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of the parties thereto, each of the Borrower and the Lender acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(b)    the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and
(c)    the effects of any Bail-in Action on any such liability, including, if applicable:
(i)    a reduction in full or in part or cancellation of any such liability;
(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii)    the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.
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IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed as of the date first above written.

U.S. BORROWER	 		 		 		
AND DOMESTIC GUARANTOR :	 		 	ASTRONOVA, INC.	
				
	 		 	By:	 	/s/ John P. Jordan	
	 		 	Name:	 	John P. Jordan	
	 		 	Title:	 	Vice President, Chief Financial Officer and Treasurer	
			
DANISH BORROWER :	 		 	ANI APS	
				
	 		 	By:	 	/s/ Gregory A. Woods	
	 		 	Name:	 	Gregory A. Woods	
	 		 	Title:	 	Chief Executive Officer and Chairman of the Board	

							
FOREIGN GUARANTOR :	 		 	TROJANLABEL APS	
				
	 		 	By:	 	/s/ Gregory A. Woods	
	 		 	Name:	 	Gregory A. Woods	
	 		 	Title:	 	Chairman of the Board	

			
BANK OF AMERICA, N.A. ,
as Lender	
		
By:	 	/s/ Donald C. McQueen	
Name:	 	Donald C. McQueen	
Title:	 	Senior Vice President	

EXHIBIT A
[Form of]
Compliance Certificate
Financial Statement Date: [              ,          ]
 
TO:	Bank of America, N.A., as lender (the “ Lender ”)	
 
RE:	Credit Agreement, dated as of February 28, 2017, by and among ASTRONOVA, INC., a Rhode Island corporation (the “ U.S. Borrower ” or the “ Company ”), ANI APS, a Danish private limited liability company (the “ Danish Borrower ” and together with the U.S. Borrower, the “ Borrowers ” and each a “ Borrower ”), the Guarantors, and the Lender (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “ Credit Agreement ”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement)	
 
DATE:	[Date]	

The undersigned Responsible Officer hereby certifies as of the date hereof that [he/she] is the [                      ] of the Company, and that, as such, [he/she] is authorized to execute and deliver this Certificate to the Lender on the behalf of the Company and the other Loan Parties, and that:
[Use following paragraph 1 for fiscal year-end financial statements]
1.    The Company has delivered (i) the year-end audited financial statements required by Section 6.01(a) of the Credit Agreement for the fiscal year of the Company ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section and (ii) the consolidating balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidating statements of income or operations and cash flows for such fiscal year. Such consolidating statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Company and its Subsidiaries.
[Use following paragraph 1 for fiscal quarter-end financial statements]
1.    The Company has delivered the unaudited financial statements required by Section 6.01(b) of the Credit Agreement for the fiscal quarter of the Company ended as of the above date. Such consolidated financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes, and such consolidating financial statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Company and its Subsidiaries.
2.    The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under [his/her] supervision, a detailed review of the transactions and condition (financial or otherwise) of the Company and its Subsidiaries during the accounting period covered by such financial statements.
3.    A review of the activities of the Company and its Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Company and each of the other Loan Parties performed and observed all its obligations under the Loan Documents, and

[select one:]
[to the best knowledge of the undersigned, during such fiscal period each of the Loan Parties performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]
—or—
[to the best knowledge of the undersigned, the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]
4.    The representations and warranties of the Company and each other Loan Party contained in Section 5.05(a) and (b) of the Credit Agreement are (i) to the extent such representations and warranties contain a materiality qualification, true and correct on and as of the date hereof and (ii) with respect to such representations and warranties therein that do not contain a materiality qualification, true and correct in all material respects on and as of the date hereof, and except that for purposes of this Compliance Certificate, the representations and warranties contained in such subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, including the statements in connection with which this Compliance Certificate is delivered.
5.    The financial covenant analyses and information set forth on Schedule A attached hereto are true and accurate on and as of the date of this Certificate.
Delivery of an executed counterpart of a signature page of this Certificate by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Certificate.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

			
ASTRONOVA, INC.,	
a Rhode Island corporation	
		
By:	 	 	
Name:	 	 	
Title:	 	 	

Schedule A to the Compliance Certificate
CONSOLIDATED LEVERAGE RATIO EXHIBIT
This calculation covers the period from             , 20     through             , 20    

1.	 		  	Consolidated Funded Indebtedness:	  		  		
					
	 	a)	  	Outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations under the Credit Agreement) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments:	  		  	$	
					
	 	b)	  	All purchase money Indebtedness:	  		  	$	
					
	 	c)	  	The maximum amount available to be drawn under issued and outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments:	  		  	$	
					
	 	d)	  	All obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business):	  		  	$	
					
	 	e)	  	All Attributable Indebtedness:	  		  	$	
					
	 	f)	  	All obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends:	  		  	$	
					
	 	g)	  	Without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (f) above of Persons other than the Company or any Subsidiary:	  		  	$	
					
	 	h)	  	all Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Company or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Company or such Subsidiary:	  		  	$	
					
	 		  	EQUALS Consolidated Funded Indebtedness	  	1(A)	  	$                	

											
2.	 	Consolidated EBITDA:	  		  		  		
						
	 		  	Consolidated Net Income:	  		  	$	  		
						
	 	+	  	Consolidated Interest Charges:	  		  	$	  		
						
	 	+	  	Provision for income taxes payable:	  		  	$	  		
						
	 	+	  	Depreciation and amortization expense:	  		  	$	  		
						
	 	+	  	Non-cash charges and losses (excluding any such non-cash charges or losses to the extent (A) there were cash charges with respect to such charges and losses in past accounting periods or (B) there is a reasonable expectation that there will be cash charges with respect to such charges and losses in future accounting periods):	  		  	$	  		
					
	 	-	  	Non-cash gains (excluding any such non-cash gains to the extent (A) there were cash gains with respect to such gains in past accounting periods or (B) there is a reasonable expectation that there will be cash gains with respect to such gains in future accounting periods):	  		  	$	
				
	 	EQUALS Consolidated EBITDA	  	2(B)	  	$                	

Consolidated Funded Indebtedness to	  		  		  		
Consolidated EBITDA Ratio = 1(A) ÷ 2(B):	  		  		

Required ratio is not greater than:	  		  	3.00	  	to 1.0	

CONSOLIDATED FIXED CHARGE COVERAGE RATIO EXHIBIT
This calculation covers the period from             , 20     through             , 20    
Consolidated Fixed Charge Coverage Ratio

2.	 	Consolidated EBITDA:	  		 				
					
	 		  	Consolidated Net Income:	  		 	$		 	
					
	 	+	  	Consolidated Interest Charges:	  		 	$		 	
					
	 	+	  	Provision for income taxes payable:	  		 	$		 	
					
	 	+	  	Depreciation and amortization expense:	  		 	$		 	
					
	 	+	  	Non-cash charges and losses (excluding any such non-cash charges or losses to the extent (A) there were cash charges with respect to such charges and losses in past accounting periods or (B) there is a reasonable expectation that there will be cash charges with respect to such charges and losses in future accounting periods):	  		 	$		 	
					
	 	-	  	Non-cash gains (excluding any such non-cash gains to the extent (A) there were cash gains with respect to such gains in past accounting periods or (B) there is a reasonable expectation that there will be cash gains with respect to such gains in future accounting periods):	  		 	$		 	
					
	 	=	  	Consolidated Adjusted EBITDA:	  		 	$		 	
					
	 	-	  	Non-financed Cash Capital Expenditures:	  		 	$		 	
					
	 	-	  	Restricted Payments paid in cash:	  		 	$		 	
					
	 		  	Cash Available to Cover Fixed Charges	  	1(A)	 	$	                	 	
	 		  		  		 	 	 	 	
2.	 	Fixed Charges:	  		 				
					
	 		  	Consolidated Interest Charges paid in cash:	  		 	$		 	
					
	 	+	  	The aggregate principal amount of all redemptions or similar acquisitions for value of outstanding debt for borrowed money or regularly scheduled principal payments on debt for borrowed money, but excluding any such payments to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02:	  		 	$		 	
				
	 	Total Fixed Charges	  	2(B)	 	$	                	 	

Consolidated Fixed Charge Coverage Ratio = 1(A) ÷ 2(B)	  		 				

Required ratio is:	  	1.25	 	 	to 1.0	 	

EXHIBIT B
[Form of]
Joinder Agreement
THIS JOINDER AGREEMENT (this “ Agreement ”), dated as of [              ,          ], is by and among [                      , a                      ] (the “ Subsidiary Guarantor ”), ASTRONOVA, INC., a Rhode Island corporation (the “ U.S. Borrower ” or the “ Company ”), and Bank of America, N.A., as lender (the “ Lender ”) under that certain Credit Agreement, dated as of February 28, 2017 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “ Credit Agreement ”), by and among the Company, ANI APS, a Danish private limited liability company (the “ Danish Borrower ” and together with the U.S. Borrower, the “ Borrowers ” and each a “ Borrower ”), the Guarantors, and the Lender. Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement.
The Subsidiary Guarantor is an additional Loan Party, and, consequently, the Loan Parties are required by Section 6.13 of the Credit Agreement to cause the Subsidiary Guarantor to become a “Guarantor” thereunder.
Accordingly, the Subsidiary Guarantor and the Company hereby agree as follows with the Lender, for the benefit of the Secured Parties:
1.    The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a [Domestic Guarantor] [Foreign Guarantor] thereunder as if it had executed the Credit Agreement and the other Loan Documents as such a Guarantor. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all representations and warranties, covenants and other terms, conditions and provisions of the Credit Agreement and the other applicable Loan Documents applicable to it. Without limiting the generality of the foregoing terms of this Paragraph 1, the Subsidiary Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of [the Domestic Guaranteed Obligations] [the Foreign Guaranteed Obligations] in accordance with Article IX and the other provisions of the Credit Agreement.
2.    Each of the Subsidiary Guarantor and the Company hereby agree that all of the representations and warranties contained in Article V of the Loan Agreement and each other Loan Document, as they relate to the Subsidiary Guarantor or this Joinder Agreement, are true and correct as of the date hereof, giving effect to the supplementation of schedules contemplated by paragraph 4 below.
3.    [The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to the Security Agreement, and shall have all the rights and obligations of an “Grantor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement applicable to it. Without limiting the generality of the foregoing terms of this Paragraph 2, the Subsidiary Guarantor hereby grants, pledges and assigns to the Lender, for the benefit of the Secured Parties, a continuing security interest in, and a right of set off, to the extent applicable, against any and all right, title and interest of the Subsidiary Guarantor in and to the Collateral (as such term is defined in Section 2 of the Security Agreement) of the Subsidiary Guarantor.] 1

1  	This section is for U.S. Loan Parties only.	

4.    The Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto and each Loan Document and Collateral Document and the schedules and exhibits thereto. The information on the schedules to the Credit Agreement and the Collateral Documents are hereby supplemented (to the extent permitted under the Credit Agreement or Collateral Documents) to reflect the information shown on the attached Schedule  A .
5.    The Company confirms that the Credit Agreement is, and upon the Subsidiary Guarantor becoming a Guarantor, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor the term “Obligations,” as used in the Credit Agreement, shall include all obligations of the Subsidiary Guarantor under the Credit Agreement and under each other Loan Document (subject to the terms of such defined terms and the other provisions of such agreement and documents).
6.    Each of the Company and the Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the Lender, it will execute and deliver such further documents and do such further acts as the Lender may reasonably request in accordance with the terms and conditions of the Credit Agreement and the other Loan Documents in order to effect the purposes of this Agreement.
7.    This Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.
8.    This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The terms of Sections 10.13 and 10.14 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.
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IN WITNESS WHEREOF, each of the Company and the Subsidiary Guarantor has caused this Agreement to be duly executed by its authorized officer, and the Lender for the benefit of the Secured Parties, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

 SUBSIDIARY GUARANTOR:	 		 	[SUBSIDIARY GUARANTOR]	
				
	 		 	By:	 	 	
	 		 	Name:	 	 	
	 		 	Title:	 	 	
			
COMPANY:	 		 	ASTRONOVA, INC.,	
	 		 	a Rhode Island corporation	
				
	 		 	By:	 	 	
	 		 	Name:	 	 	
	 		 	Title:	 	 	
Acknowledged, accepted and agreed:

BANK OF AMERICA, N.A.,
as Lender	
		
By:	 	 	
Name:	 	 	
Title:	 	 	

Schedule A
Schedules to Credit Agreement and Collateral Documents
[TO BE COMPLETED BY BORROWER]

EXHIBIT C
[Form of]
Loan Notice
 
TO:	Bank of America, N.A., as lender (the “ Lender ”)	
 
RE:	Credit Agreement, dated as of February 28, 2017, by and among ASTRONOVA, INC., a Rhode Island corporation (the “ U.S. Borrower ” or the “ Company ”), ANI APS, a Danish private limited liability company (the “ Danish Borrower ” and together with the U.S. Borrower, the “ Borrowers ” and each a “ Borrower ”), the Guarantors, and the Lender (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “ Credit Agreement ”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement)	
 
DATE:	[Date]	

The undersigned hereby requests (select one):
 
 	☐	A Borrowing of [a Revolving Loan] [the Term Loan]	
 
 	☐	A [conversion] or [continuation] of [a Revolving] [the Term Loan]	
—
 
 	1.	On                      (the “ Credit Extension Date ”).	
 
 	2.	In the amount of [$]          [in the following currency:                      .]	
 
 	3.	Comprised of:  ☐  Base Rate Loans	
 
 	☐	Eurocurrency Rate Loans	
 
 	4.	For Eurocurrency Rate Loans: with an Interest Period of      months.	
[The Revolving Borrowing requested herein complies with the proviso to the first sentence of Section 2.01(b) of the Credit Agreement.] 1
[The [U.S. Borrower][Danish Borrower] hereby represents and warrants that the conditions specified in Section 4.02 of the Credit Agreement shall be satisfied on and as of the date of the Credit Extension Date.] 2
Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

1  	Include this sentence in the case of a Revolving Borrowing.	
2  	To be deleted if such Loan Notice is solely with respect to a conversion or continuation of a Loan.	

			
[ASTRONOVA, INC.][ANI APS] ,
a [Rhode Island corporation][Danish private limited liability company]	
		
By:	 	 	
Name:	 	 	
Title:	 	 	

EXHIBIT D
[Form of]
Permitted Acquisition Certificate
 
TO:	Bank of America, N.A., as lender (the “ Lender ”)	
 
RE:	Credit Agreement, dated as of February 28, 2017, by and among ASTRONOVA, INC., a Rhode Island corporation (the “ U.S. Borrower ” or the “ Company ”), ANI APS, a Danish private limited liability company (the “ Danish Borrower ” and together with the U.S. Borrower, the “ Borrowers ” and each a “ Borrower ”), the Guarantors, and the Lender (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “ Credit Agreement ”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement)	
 
DATE:	[Date]	

[Loan Party] intends to make an Acquisition of [                      ] (the “ Target ”). The undersigned Responsible Officer of [Loan Party] hereby certifies that:
(a)    The Acquisition is an acquisition of a type of business (or assets used in a type of business) permitted to be engaged in by the Company and its Subsidiaries pursuant to the terms of the Credit Agreement.
(b)    No Default exists or would exist after giving effect to the Acquisition.
(c)    After giving effect to the Acquisition on a Pro Forma Basis, the Loan Parties are in compliance with each of the financial covenants set forth in Section 7.11 of the Credit Agreement as demonstrated on Schedule A attached hereto).
(d)    The Loan Parties have complied with Sections 6.13 and 6.14 of the Credit Agreement, to the extent required to do so thereby.
(e)    If the Target is a Person, it is a wholly-owned Subsidiary of a Loan Party.
(f)    Attached hereto as Schedule  B is a description of the material terms of the Acquisition (including a description of the business and the form of consideration).
(g)    Attached hereto as Schedule  C are the audited financial statements (or, if unavailable, management-prepared financial statements) of the Target for its two most recent fiscal years and for any fiscal quarters ended within the fiscal year to date to the extent required under clause (d) of the definition of “Permitted Acquisition”.
(h)    Attached hereto as Schedule  D are the consolidated projected income statements of the Company and its Subsidiaries (giving effect to the Acquisition).
(i)    The Target has earnings before interest, taxes, depreciation and amortization for the four fiscal quarter period prior to the acquisition date in an amount greater than $0, with respect to any acquisition where the cash portion of the total consideration to be paid upon consummation of such acquisition is $5,000,000 or more.

(j)    The Acquisition is not a “hostile” acquisition and has been approved by the board of directors (or equivalent) and/or shareholders (or equivalents) of the applicable Loan Party and the Target.
(k)     After giving effect to the Acquisition and any Borrowings made in connection therewith, the aggregate Liquidity plus aggregate principal amount of Revolving Loans available to be borrowed under Section 2.01(b) of the Credit Agreement shall be in the aggregate at least $5,000,000 provided that of such aggregate amount at least $2,500,000 must be attributable to Liquidity.
(l)    The Cost of Acquisition paid by the Loan Parties and their Subsidiaries (i) in connection with any single acquisition shall not exceed $10,000,000 and (ii) for all Acquisitions made during the term of this Agreement shall not exceed $20,000,000.
Delivery of an executed counterpart of a signature page of this Certificate by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Certificate.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

			
ASTRONOVA, INC. ,
a Rhode Island corporation	
		
By:	 	 	
Name:	 	 	
Title:	 	 	

Schedule A
Financial Covenant Calculations
[TO BE COMPLETED BY BORROWER]

Schedule B
Description of Material Terms
[TO BE COMPLETED BY BORROWER]

Schedule C
[Audited Financial Statements] [Management-Prepared Financial Statements]
[TO BE COMPLETED BY BORROWER]

Schedule D
Consolidated Projected Income Statements
[TO BE COMPLETED BY BORROWER]

EXHIBIT E
[Form of]
Solvency Certificate
 
TO:	Bank of America, N.A., as lender (the “ Lender ”)	
 
RE:	Credit Agreement, dated as of February 28, 2017, by and among ASTRONOVA, INC., a Rhode Island corporation (the “ U.S. Borrower ” or the “ Company ”), ANI APS, a Danish private limited liability company (the “ Danish Borrower ” and together with the U.S. Borrower, the “ Borrowers ” and each a “ Borrower ”), the Guarantors, and the Lender (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “ Credit Agreement ”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement)	
 
DATE:	[Date]	

The undersigned Responsible Officer of the Company is familiar with the properties, businesses, assets and liabilities of the Loan Parties and is duly authorized to execute this certificate on behalf of the Company and the other Loan Parties.
The undersigned certifies that [he/she] has made such investigation and inquiries as to the financial condition of the Loan Parties and their Subsidiaries as the undersigned deems necessary and prudent for the purpose of providing this Certificate. The undersigned acknowledges that the Lender is relying on the truth and accuracy of this Certificate in connection with the making of Credit Extensions and the other transactions contemplated under the Credit Agreement.
The undersigned certifies that the financial information, projections and assumptions which underlie and form the basis for the representations made in this Certificate were reasonable when made and were made in good faith and continue to be reasonable as of the date hereof.
BASED ON THE FOREGOING, the undersigned certifies that, both before and after giving effect to the transactions contemplated by the Credit Agreement:
(a)    The fair value of the property (i) of the U.S. Loan Parties and (ii) of the Foreign Obligors, in each case, taken together as a group on a consolidated basis, is greater than the total amount of liabilities, including contingent liabilities, of such U.S. Loan Parties or Foreign Obligors, as applicable, taken together as a group on a consolidated basis.
(b)    The present fair salable value of the assets (i) of the U.S. Loan Parties and (ii) of the Foreign Obligors, in each case, taken together as a group on a consolidated basis, is not less than the amount that will be required to pay the probable liability of such U.S. Loan Parties or Foreign Obligors, as applicable, in each case taken together as a group on a consolidated basis, on their debts as they become absolute and matured.

(c)    The U.S. Loan Parties and the Foreign Obligors, in each case, taken together as a group on a consolidated basis, do not intend to, and do not believe that they will, incur debts or liabilities beyond such Persons’ consolidated ability to pay such debts and liabilities as they mature.
(d)    No Loan Party is engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Loan Party’s property would constitute an unreasonably small capital.
(e)    The U.S. Loan Parties and the Foreign Obligors, in each case, taken together as a group on a consolidated basis, are able to pay their debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business.
(f)    The amount of contingent liabilities at any time have been computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
Delivery of an executed counterpart of a signature page of this Certificate by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Certificate.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

			
ASTRONOVA, INC. ,
a Rhode Island corporation	
		
By:	 	 	
Name:	 	 	
Title:	 	 	

EXHIBIT F
[Form of]
Notice of Loan Prepayment
Date: [              ,          ]
 
TO:	Bank of America, N.A., as lender (the “ Lender ”)	
 
RE:	Credit Agreement, dated as of February 28, 2017, by and among ASTRONOVA, INC., a Rhode Island corporation (the “ U.S. Borrower ” or the “ Company ”), ANI APS, a Danish private limited liability company (the “ Danish Borrower ” and together with the U.S. Borrower, the “ Borrowers ” and each a “ Borrower ”), the Guarantors, and the Lender (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “ Credit Agreement ”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement)	
 
DATE:	[Date]	

The undersigned hereby notifies the Lender that on                      4 pursuant to the terms of Section 2.05 (Prepayments) of the Credit Agreement, the Borrowers intend to prepay/repay the following Loans as more specifically set forth below:
 
 	☐	Optional prepayment of [Revolving][Term Loans] in the following amount(s):	
 
 	☐	Base Rate Loans: $              5	
 
 	☐	Eurocurrency Rate Loans: $              6	
      In the following Alternative Currency:                     
      Applicable Interest Period:                     
Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

4  	Specify date of such prepayment.	
5  	Any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof (or if less, the entire principal amount thereof outstanding).	
6  	Any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof (or if less, the entire principal amount thereof outstanding).	

			
[ASTRONOVA, INC.][ANI APS] ,
a [Rhode Island corporation][Danish private limited liability company]	
		
By:	 	 	
Name:	 	 	
Title:	 	 	

Exhibit 10.18
Execution Version
SECURITY AND PLEDGE AGREEMENT
THIS SECURITY AND PLEDGE AGREEMENT (this “ Agreement ”) is entered into as of February 28, 2017 among ASTRONOVA, INC., a Rhode Island corporation (the “ U.S. Borrower ”), and such other parties that may become Grantors hereunder after the date hereof (together with the U.S. Borrower, each individually a “ Grantor ”, and collectively, the “ Grantors ”) and BANK OF AMERICA, N.A., in its capacity as lender and as agent for the Secured Parties (in such capacity, the “ Lender ”).
RECITALS
WHEREAS, pursuant to that certain Credit Agreement, dated as of the date hereof (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “ Credit Agreement ”) among the U.S. Borrower, ANI APS, a Danish private limited liability company (the “ Danish Borrower ”), the Guarantors, and the Lender, the Lender together with certain of its branch offices and affiliates has agreed to make Loans and issue Letters of Credit upon the terms and subject to the conditions set forth therein; and
WHEREAS, this Agreement is required by the terms of the Credit Agreement.
NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.     Definitions .
(a)     Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. With reference to this Agreement, unless otherwise specified herein: (i) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (ii) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (iii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iv) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (v) any definition of, or reference to, any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document, as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (vi) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns, (vii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (viii) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement, (ix) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (x) the term “documents” includes any and all instruments, documents, agreements, certificates, notices,

reports, financial statements and other writings, however evidenced, whether in physical or electronic form, (xi) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including”, (xii) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement and (xiii) where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.
(b)     The following terms shall have the meanings set forth in the UCC (defined below): Accession, Account, Account Debtor, Adverse Claim, As-Extracted Collateral, Certificated Security, Chattel Paper, Commercial Tort Claim, Consumer Goods, Deposit Account, Document, Electronic Chattel Paper, Equipment, Farm Products, Financial Asset, Fixtures, General Intangible, Goods, Instrument, Inventory, Investment Company Security, Investment Property, Letter-of-Credit Right, Manufactured Home, Payment Intangible, Proceeds, Securities Account, Securities Intermediary, Security, Software, Supporting Obligation and Tangible Chattel Paper.
(c)    In addition, the following terms shall have the meanings set forth below:
“ Assignment of Claims Act ” means the Assignment of Claims Act of 1940 (41 U.S.C. Section 15, 31 U.S.C. Section 3737, and 31 U.S.C. Section 3727), including all amendments thereto and regulations promulgated thereunder.
“ Collateral ” has the meaning provided in Section 2 hereof.
“ Control ” means the manner in which “control” is achieved under the UCC with respect to any Collateral for which the UCC specifies a method of achieving “control”.
“ Copyright License ” means any agreement now or hereafter in existence, providing for the grant to any Grantor of any rights (including, without limitation, the grant of rights for a party to be designated as an author or owner and/or to enforce, defend, use, display, copy, manufacture, distribute, exploit and sell, make derivative works, and require joinder in suit and/or receive assistance from another party) covered in whole or in part by a Copyright of any other Person.
“ Copyrights ” means, collectively, all of the following of any Person: (i) all copyrights, works protectable by copyright, copyright registrations and copyright applications anywhere in the world, (ii) all derivative works, counterparts, extensions and renewals of any of the foregoing, (iii) all income, royalties, damages and payments now or hereafter due and/or payable under any of the foregoing or with respect to any of the foregoing, including, without limitation, damages or payments for past, present and future infringements, violations or misappropriations of any of the foregoing, (iv) the right to sue for past, present and future infringements, violations or misappropriations of any of the foregoing and (v) all rights corresponding to any of the foregoing throughout the world.
 
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“ Government Contract ” means a contract between any Grantor and an agency, department or instrumentality of the United States or any state, municipal or local Governmental Authority located in the United States or all obligations of any such Governmental Authority arising under any Account now or hereafter owing by any such Governmental Authority, as Account Debtor, to any Grantor.
“ Intellectual Property ” means, collectively, all of the following of any Grantor: (i) all systems software and applications software (including source code and object code), all documentation for such software, including, without limitation, user manuals, flowcharts, functional specifications, operations manuals, and all formulas, processes, ideas and know-how embodied in any of the foregoing, (ii) concepts, discoveries, improvements and ideas, know-how, technology, reports, design information, trade secrets, practices, specifications, test procedures, maintenance manuals, research and development, inventions (whether or not patentable), blueprints, drawings, data, customer lists, catalogs, and all physical embodiments of any of the foregoing, (iii) Patents and Patent Licenses, Copyrights and Copyright Licenses, Trademarks and Trademark Licenses, in each case of such Grantor and (iv) other agreements with respect to any rights in any of the items described in the foregoing clauses (i), (ii), and (iii).
“ Issuer ” means the issuer of any Pledged Equity.
“ Patent License ” means any agreement, now or hereafter in existence, providing for the grant to any Grantor of any rights (including, without limitation, the right for a party to be designated as an owner and/or to enforce, defend, make, have made, make improvements, manufacture, use, sell, import, export, and require joinder in suit and/or receive assistance from another party) covered in whole or in part by a Patent of any other Person.
“ Patents ” means collectively, all of the following of any Person: (i) all patents, all inventions and patent applications anywhere in the world, (ii) all improvements, counterparts, reissues, divisional, re-examinations, extensions, continuations (in whole or in part) and renewals of any of the foregoing and improvements thereon, (iii) all income, royalties, damages or payments now or hereafter due and/or payable under any of the foregoing or with respect to any of the foregoing, including, without limitation, damages or payments for past, present or future infringements, violations or misappropriations of any of the foregoing, (iv) the right to sue for past, present and future infringements, violations or misappropriations of any of the foregoing and (v) all rights corresponding to any of the foregoing throughout the world.
“ Pledged Equity ” means, with respect to each Grantor, (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary of the U.S. Borrower that is directly owned by such Grantor and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any
 
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material adverse tax consequences to any Grantor or any of its Subsidiaries) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary of the U.S. Borrower that is directly owned by such Grantor, including such Equity Interests of the Subsidiaries owned by such Grantor as set forth on Schedule  5.20(f) to the Credit Agreement (as updated from time to time in accordance with the Credit Agreement), in each case together with the certificates (or other agreements or instruments), if any, representing such shares, and all options and other rights, contractual or otherwise, with respect thereto, including, but not limited to, the following:
(1)    all Equity Interests representing a dividend thereon, or representing a distribution or return of capital upon or in respect thereof, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder thereof, or otherwise in respect thereof; and
(2)    in the event of any consolidation or merger involving any Issuer and in which such Issuer is not the surviving Person, all shares of each class of the Equity Interests of the successor Person formed by or resulting from such consolidation or merger, to the extent that such successor Person is a direct Subsidiary of a Grantor.
provided , however , unless an Event of Default has occurred and is continuing, the U.S. Borrower shall not be obligated to pledge the Equity Interests of (i) the following of its Subsidiaries, AstroNova Limited, an Irish Limited Company, Astro-Med, SNC, a French partnership, AWO Inc., a Delaware corporation and AstroNova Aerospace, Inc., a Delaware corporation; or (ii) any Foreign Subsidiaries formed after the Effective Date with the primary purpose of providing the Company with a foreign sales office, and provided further that such Foreign Subsidiary holds minimal operational assets and no other material assets.
“ Trademark License ” means any agreement, now or hereafter in existence, providing for the grant to any Grantor of any rights in (including, without limitation, the right for a party to be designated as an owner and/or to enforce, defend, use, mark, police, and require joinder in suit and/or receive assistance from another party) covered in whole, or in part, by a Trademark of any other Person.
“ Trademarks ” means, collectively, all of the following of any Person: (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, internet domain names, trade styles, service marks, logos, other business identifiers, whether registered or unregistered, all registrations and recordings thereof, and all applications in connection therewith (other than each United States application to register any trademark or service mark prior to the filing under applicable Law of a verified statement of use for such trademark or service mark) anywhere in the world, (ii) all counterparts, extensions and renewals of any of the foregoing, (iii) all income, royalties, damages and payments now or hereafter due and/or payable under any of the foregoing or with respect to any of the foregoing, including, without limitation, damages or payments for
 
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past, present or future infringements, violations, dilutions or misappropriations of any of the foregoing, (iv) the right to sue for past, present or future infringements, violations, dilutions or misappropriations of any of the foregoing and (v) all rights corresponding to any of the foregoing (including the goodwill) throughout the world.
“ Vehicles ” means all cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title under the laws of any state, all tires and all other appurtenances to any of the foregoing.
“ Vessel ” means any watercraft or other artificial contrivance used, or capable of being used, as a means of transportation on water (including, without limitation, those whose primary purpose is the maritime transportation of cargo or which are otherwise engaged, used or useful in any business activities of the Grantors) which are owned by and registered (or to be owned and registered) in the name of any of the Grantors, including, without limitation, any Vessel leased or otherwise registered in the foregoing parties’ names, pursuant to a lease or other operating agreement constituting a capital lease obligation, in each case together with all related spares, equipment and any additional improvements, vessel owned, bareboat chartered or operated by a Grantor other than Vessels owned by an entity other than a Grantor and which are managed under Vessel management agreements.
“ UCC ” means the Uniform Commercial Code as in effect from time to time in the state of New York except as such term may be used in connection with the perfection of the Collateral and then the applicable jurisdiction with respect to such affected Collateral shall apply.
“ USPTO ” means the United States Patent and Trademark Office.
“ Work ” means any work that is subject to copyright protection pursuant to Title 17 of the United States Code.
2.     Grant of Security Interest in the Collateral . To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby grants to the Lender, for the benefit of the Secured Parties, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “ Collateral ”): (a) all Accounts; (b) all cash, currency and Cash Equivalents; (c) all Chattel Paper (including Electronic Chattel Paper and Tangible Chattel Paper); (d) those certain Commercial Tort Claims set forth on Schedule  5.20(e) to the Credit Agreement (as updated from time to time in accordance with the Credit Agreement); (e) all Deposit Accounts; (f) all Documents; (g) all Equipment; (h) all Fixtures; (i) all General Intangibles; (j) all Goods; (k) all Instruments; (l) all Intellectual Property; (m) all Inventory; (n) all Investment Property (subject to the applicable limitations set forth in the definition of Pledged Equity); (o) all Letter-of-Credit Rights; (p) all Payment Intangibles; (q) all Pledged Equity; (r) all Securities Accounts; (s) all Software; (t) all Supporting Obligations; (u) all Vehicles; (v) all books and records pertaining to the Collateral; (w) all Accessions and all Proceeds and products of any and all of the foregoing and (x) all other personal property of any kind or type whatsoever now or hereafter owned by such Grantor or as to which such Grantor now or hereafter has the power to transfer interest therein.
 
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Notwithstanding anything to the contrary contained herein, the security interests granted under this Agreement shall not extend to (a) Excluded Property (including, without limitation, any Equity Interests of Subsidiaries not constituting Pledged Equity as provided in the definition thereof), (b) any General Intangible, permit, lease, license, contract or other Instrument of a Grantor to the extent the grant of a security interest in such General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated by this Agreement, under the terms thereof or under applicable Law, is prohibited and would result in the termination thereof or give the other parties thereto the right to terminate, accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including upon the giving of notice or the lapse of time or both) or (c) any United States intent-to-use trademark applications to the extent that, and solely during the period in which the grant of a security interest therein would impair the validity or enforceability of or render void or result in the cancellation of, any registration issued as a result of such intent-to-use trademark applications under applicable Law; provided that upon submission and acceptance by the USPTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) or any successor provision), such intent-to-use trademark application shall be considered Collateral; provided , further that (i) any such limitation described in the foregoing clause (b) on the security interests granted hereunder shall only apply to the extent that any such prohibition or right to terminate or accelerate or alter the Grantor’s rights is not rendered ineffective pursuant to the UCC or any other applicable Law (including Debtor Relief Laws) or principles of equity and (ii) in the event of the termination or elimination of any such prohibition or right or the requirement for any consent contained in any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such General Intangible, permit, lease, license, contract or other Instrument shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder.
The Grantors and the Lender, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest created hereby in the Collateral (a) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (b) is not to be construed as an assignment of any Intellectual Property.
3.     Representations and Warranties . Each Grantor hereby represents and warrants to the Lender, for the benefit of the Secured Parties, that until the Facility Termination Date, that:
(a)     Ownership . Each Grantor is the legal and beneficial owner of its Collateral and has the right to pledge and grant a security interest in the same. There exists no Adverse Claim (other than Permitted Liens under Section 7.01(c) and Section 7.01(k) of the Credit Agreement) with respect to the Pledged Equity of such Grantor.
(b)     Security Interest/Priority . This Agreement creates a valid security interest in favor of the Lender, for the benefit of the Secured Parties, in the Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid and perfected, first priority (subject only to Permitted Liens that by their nature may have priority) security interest in
 
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such Collateral (including all uncertificated Pledged Equity consisting of partnership or limited liability company interests that do not constitute Securities), to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens. No Grantor has authenticated any agreement authorizing any secured party thereunder to file a financing statement, except to perfect Permitted Liens. The taking possession by the Lender of the certificated securities (if any) evidencing the Pledged Equity and all other Instruments constituting Collateral will perfect and establish the first priority (subject only to Permitted Liens that by their nature may have priority) of the Lender’s security interest in all the Pledged Equity evidenced by such certificated securities and such Instruments. With respect to any Collateral consisting of a Deposit Account, Securities Entitlement or held in a Securities Account, upon execution and delivery by the applicable Grantor, the applicable Securities Intermediary and the Lender of an agreement granting control to the Lender over such Collateral, the Lender shall have a valid and perfected, first priority security interest in such Collateral.
(c)     Types of Collateral . None of the Collateral consists of, or is the Proceeds of, (i) As-Extracted Collateral, (ii) Consumer Goods, (iii) Farm Products, (iv) Manufactured Homes, (v) standing timber, (vi) an aircraft, airframe, aircraft engine or related property, (vii) an aircraft leasehold interest, (viii) a Vessel or (ix) any other interest in or to any of the foregoing.
(d)     Accounts . (i) Each Account of the Grantors and the papers and documents relating thereto are genuine and in all material respects what they purport to be, (ii) each Account arises out of (A) a bona fide sale of goods sold and delivered by such Grantor (or is in the process of being delivered) or (B) services theretofore actually rendered by such Grantor to, the account debtor named therein, and (iii) no Account of a Grantor is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper, to the extent requested by the Lender, has been endorsed over and delivered to, or submitted to the control of, the Lender.
(e)     Equipment and Inventory . With respect to any Equipment and/or Inventory of a Grantor, each such Grantor has exclusive possession and control of such Equipment and Inventory of such Grantor except for (i) Equipment leased by such Grantor as a lessee, (ii) Equipment or Inventory in transit with common carriers or (iii) Equipment and/or Inventory in the possession or control of a warehouseman, bailee or any agent or processor of such Grantor to the extent such Grantor has complied with Section 4(e).
(f)     Authorization of Pledged Equity . All Pledged Equity (i) is duly authorized and validly issued, (ii) is fully paid and, to the extent applicable, nonassessable and is not subject to the preemptive rights of any Person, (iii) is beneficially owned as of record by a Grantor, (iv) in the case of any Domestic Subsidiary, constitutes all the issued and outstanding shares of all classes of the equity of such Issuer issued to such Grantor, and (v) in the case of any Foreign Subsidiary, constitutes the required percentage under subsection (ii) of the definition of Pledged Equity of the issued and outstanding shares of all classes of the equity of such Issuer issued to such Grantor..
 
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(g)     No Other Equity Interests, Instruments, Etc . As of the Closing Date, (i) no Grantor owns any certificated Equity Interests in any Subsidiary that are required to be pledged and delivered to the Lender hereunder pursuant to the definition of Pledged Equity except as set forth on Schedule  5.20(f) to the Credit Agreement (as updated from time to time in accordance with the Credit Agreement), and (ii) no Grantor holds any Instruments, Documents or Tangible Chattel Paper required to be pledged and delivered to the Lender pursuant to Section 4(c)(i) of this Agreement other than as set forth on Schedule  5.20(c) to the Credit Agreement (as updated from time to time in accordance with the Credit Agreement). All such certificated securities, Instruments, Documents and Tangible Chattel Paper have been delivered to the Lender to the extent (A) requested by the Lender or (B) as required by the terms of this Agreement and the other Loan Documents.
(h)     Partnership and Limited Liability Company Interests . Except as previously disclosed to the Lender, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.
(i)     [Reserved] .
(j)     Consents; Etc. No approval, consent, exemption, authorization or other action by, notice to, or filing with, any Governmental Authority or any stockholder, is necessary or required for (i) the grant by such Grantor of the security interest in the Collateral granted hereby (to the extent that such interest may be granted under the UCC) or for the execution, delivery or performance of this Agreement by such Grantor, (ii) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the granting of control (to the extent required under Section 4(c) hereof) or by filing an appropriate notice with the USPTO or the United States Copyright Office) or (iii) subject to applicable law, the exercise by the Lender or the Secured Parties of the rights and remedies provided for in this Agreement (including, without limitation, as against any Issuer), except for (A) the filing or recording of UCC financing statements or other filings under the Assignment of Claims Act, (B) the filing of appropriate notices with the USPTO and the United States Copyright Office, (C) obtaining control to perfect the Liens created by this Agreement (to the extent required under Section 4(c) hereof), (D) such actions as may be required by Laws affecting the offering and sale of securities, (E) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries, (F) consents, authorizations, filings or other actions which have been obtained or made, (G) as may be required with respect to Vehicles registered under a certificate of title and (H) as may be required under the Federal Assignment of Claims Act.
(k)     Commercial Tort Claims . As of the Closing Date, no Grantor has any Commercial Tort Claims seeking damages in excess of $20,000 other than as set forth on Schedule  5.20(e) to the Credit Agreement (as updated from time to time in accordance with the Credit Agreement).
 
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(l)     Copyrights, Patents and Trademarks .
(i)    Except as could not reasonably be expected to have a Material Adverse Effect, to the knowledge of the Grantor all Intellectual Property of such Grantor is valid, subsisting, unexpired, enforceable and has not been abandoned.
(ii)    No holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of any Intellectual Property of any Grantor that could reasonably be expected to result in a Material Adverse Effect.
(iii)    All applications pertaining to the Copyrights, Patents and Trademarks of each Grantor have been duly and properly filed, and all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued, except to the extent that any failure to do so could not reasonably be expected to result in a Material Adverse Effect.
(iv)    [Reserved].
(v)    Except as could not reasonably be expected to have a Material Adverse Effect, each Grantor and each of its Subsidiaries, own, or possess the right to use, all of the Intellectual Property that is reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person.
(vi)    Except as could not reasonably be expected to have a Material Adverse Effect, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed by any Grantor or any of its Subsidiaries infringes upon any rights held by any other Person.
(vii)    No proceeding, claim or litigation regarding any of the foregoing is pending or, to the best knowledge of such Grantor, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
4.     Covenants . Each Grantor covenants that until the Facility Termination Date, that such Grantor shall:
(a)     Maintenance of Perfected Security Interest; Further Information .
(i) Maintain the security interest created by this Agreement as a first priority perfected security interest (subject only to Permitted Liens) and shall defend such security interest against the claims and demands of all Persons whomsoever (other than the holders of Permitted Liens).
 
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(ii) From time to time furnish to the Lender upon the Lender’s or any Lender’s reasonable request, statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Lender or such Lender may reasonably request, all in reasonable detail.
(b)     Required Notifications . Each Grantor shall promptly notify the Lender, in writing, of: (i) any Lien (other than Permitted Liens) on any of the Collateral which would adversely affect the ability of the Lender to exercise any of its remedies hereunder and (ii) the occurrence of any other event which could reasonably be expected to have a material impairment on the aggregate value of the Collateral or on the security interests created hereby.
(c)     Perfection through Possession and Control .
(i) If any amount in excess of $50,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Lender to perfect its security interest in such Collateral, is delivered to the Lender duly endorsed in a manner satisfactory to the Lender. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper is marked with a legend acceptable to the Lender indicating the Lender’s security interest in such Tangible Chattel Paper.
(ii) Deliver to the Lender promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities (other than in respect of any Equity Interests of Subsidiaries not constituting Pledged Equity) or Pledged Equity. Prior to delivery to the Lender, all such certificates constituting Pledged Equity shall be held in trust by such Grantor for the benefit of the Lender pursuant hereto. All such certificates representing Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit  A hereto or other form acceptable to the Lender.
(iii) Subject to Section 6.14 of the Credit Agreement, if any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and
 
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deliver) to the Lender all control agreements, assignments, instruments or other documents as reasonably requested by the Lender for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with all applicable requirements of Section 6.14 of the Credit Agreement.
(d)     Filing of Financing Statements, Notices, etc . Each Grantor shall execute and deliver to the Lender and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Lender may reasonably request) and do all such other things as the Lender may reasonably deem necessary or appropriate (i) to assure to the Lender its security interests hereunder, including (A) such instruments as the Lender may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit  B or other form acceptable to the Lender, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit  C or other form acceptable to the Lender and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit  D or other form acceptable to the Lender, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Lender of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Lender, its nominee or any other person whom the Lender may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Lender’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Lender without notice thereof to such Grantor wherever the Lender may in its sole discretion desire to file the same.
(e)     [Reserved.]
(f)     Treatment of Accounts . If an Event of Default shall have occurred and be continuing, not grant or extend the time for payment of any Account, or compromise or settle any Account for less than the full amount thereof, or release any person or property, in whole or in part, from payment thereof, or amend, supplement or modify any Account in any manner that could reasonably be likely to adversely affect the value thereof, or allow any credit or discount thereon, other than as normal and customary in the ordinary course of a Grantor’s business. After an Event of Default has occurred and is continuing or upon request of the Lender, each Grantor will deliver to the Lender a copy of each material demand, notice or document received by it that questions or calls into doubt the validity or enforceability of any Account.
 
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(g)     Commercial Tort Claims . Execute and deliver such statements, documents and notices and do and cause to be done all such things as may be required by the Lender, or required by Law to create, preserve, perfect and maintain the Lender’s security interest in any Commercial Tort Claims initiated by or in favor of any Grantor.
(h)     Inventory . With respect to the Inventory of each Grantor:
(i)     At all times maintain inventory records reasonably satisfactory to the Lender, keeping correct and accurate records (in all material respects) itemizing and describing the kind, type, quality and quantity of Inventory and such Grantor’s cost therefor.
(ii)     Produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable Laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto).
(i)     Books and Records . Mark its books and records (and shall cause the Issuer of the Pledged Equity of such Grantor to mark its books and records) to reflect the security interest granted pursuant to this Agreement.
(j)     Nature of Collateral . At all times maintain the Collateral as personal property and not affix any of the Collateral to any real property in a manner which would change its nature from personal property to real property or a Fixture to real property, unless the Lender shall have a perfected Lien on such Fixture or real property.
(k)     Issuance or Acquisition of Equity Interests in Partnerships or Limited Liability Companies .
(i)     Not without executing and delivering, or causing to be executed and delivered, to the Lender such agreements, documents and instruments as the Lender may reasonably require, issue or acquire any Pledged Equity consisting of an interest in a partnership or a limited liability company that (A) is dealt in or traded on a securities exchange or in a securities market, (B) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (C) is an investment company security, (D) is held in a Securities Account or (E) constitutes a Security or a Financial Asset.
(ii)     Without the prior written consent of the Lender, no Grantor will (A) vote to enable, or take any other action to permit, any applicable Issuer to issue any Investment Property or Equity Interests constituting partnership or limited liability company interests, except for those additional Investment
 
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Property or Equity Interests constituting partnership or limited liability company interests that will be subject to the security interest granted herein in favor of the Secured Parties, or (B) enter into any agreement or undertaking, except in connection with a Disposition permitted under Section 7.05 of the Credit Agreement, restricting the right or ability of such Grantor or the Lender to sell, assign or transfer any Investment Property or Pledged Equity or Proceeds thereof. The Grantors will defend the right, title and interest of the Lender in and to any Investment Property and Pledged Equity against the claims and demands of all Persons whomsoever.
(iii)     If any Grantor shall become entitled to receive or shall receive (A) any Certificated Securities (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the ownership interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Investment Property (other than in respect of Equity Interests that are Excluded Property), or otherwise in respect thereof, or (B) any sums paid upon or in respect of any Investment Property upon the liquidation or dissolution of any Issuer, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties, segregated from other funds of such Grantor, and promptly deliver the same to the Lender, on behalf of the Secured Parties, in accordance with the terms hereof.
(l)     Intellectual Property .
(i)    Not do any act or omit to do any act whereby any material Copyright may become invalidated and (A) not do any act, or omit to do any act, whereby any material Copyright may become injected into the public domain; (B) take all necessary steps as it shall deem appropriate under the circumstances, to maintain and pursue each application (and to obtain the relevant registration) of each material Copyright owned by a Grantor and to maintain each registration of each material Copyright owned by a Grantor including, without limitation, filing of applications for renewal where necessary; and (C) take such actions as it shall deem appropriate in its business judgment under the circumstances to protect such Copyright, including, where such Grantor deems appropriate, the bringing of suit for infringement, dilution or impairment or seeking injunctive relief and seeking to recover any and all damages for such infringement, misappropriation, dilution or impairment.
(ii)    Not make any assignment or agreement in conflict with the security interest granted to the Lender in the Copyrights of each Grantor except as permitted by the Credit Agreement.
(iii)    (A) Continue to employ each material Trademark with the appropriate notice of registration, if applicable and (B) not (and not permit any licensee or sublicensee thereof to) do any act or omit to do any act whereby any material Trademark may become invalidated.
 
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(iv)    Not do any act, or omit to do any act, whereby any material Patent may become abandoned or dedicated.
(v)    [Reserved.]
(vi)    Take all reasonable and necessary steps, including, without limitation, in any proceeding before the USPTO, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of each material Patent and Trademark, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.
(vii)    Promptly sue for infringement, misappropriation, dilution or impairment, to seek injunctive relief where appropriate and to recover any and all damages for any infringement, misappropriation, dilution or impairment of any material Patent or Trademark, or to take such other actions, in each case if and as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.
(viii)    Not make any assignment or agreement in conflict with the security interest granted to the Lender in the Patents or Trademarks of each Grantor except as permitted by the Credit Agreement.
(ix)    Grants to the Lender a royalty free license to use such Grantor’s Intellectual Property in connection with the enforcement of the Lender’s rights hereunder, but only to the extent any license or agreement granting such Grantor rights in such Intellectual Property do not prohibit such use by the Lender.
Notwithstanding the foregoing, the Grantors may, in their business judgment, abandon or fail to maintain, pursue, preserve, protect or employ any Copyright, Patent or Trademark which they deem in their commercially reasonable judgment not to be material to their businesses.
(m)     Equipment . Maintain each item of Equipment in good working order and condition (reasonable wear and tear and obsolescence excepted).
(n)     Government Contracts . Promptly notify the Lender, in writing, if it is a party to or enters into any contract with a Governmental Authority under or as a result of which any Governmental Authority or Authorities, as account debtors, owe monetary obligations greater than $500,000 in the aggregate to any Grantor under any Accounts (each a, “Government Contract” and collectively, the “Government Contracts”).
 
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(o)     Vehicles . Upon the request of the Lender upon the occurrence and during the continuance of an Event of Default, file or cause to be filed in each office in each jurisdiction which the Lender shall deem reasonably advisable to perfect its Liens on the Vehicles, all applications for certificates of title or ownership (and any other necessary documentation) indicating the Lender’s first priority Lien on the Vehicle (subject to any Permitted Liens) covered by such certificate.
(p)     Internet Property Rights . With respect to its rights, titles and interests in and to any internet domain names or registration rights relating thereto, and any internet websites or the content thereof (collectively, “ Internet Property Rights ”) whether now existing or hereafter created or acquired and wheresoever located, each Grantor shall after an Event of Default has occurred and is continuing or upon the reasonable request of the Lender, cause to be delivered to the Lender an undated transfer document with respect to each of its internet domain names, duly executed in blank by such Grantor and in the form required by the applicable internet domain name registrar, sufficient to effect the transfer of each internet domain name to the transferee thereof named in such transfer form upon delivery to such registrar.
(q)     Further Assurances . Subject to the foregoing provisions of this Section 4:
(i) Promptly upon the request of the Lender and at the sole expense of the Grantors, duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (A) with respect to Government Contracts, assignment agreements and notices of assignment, in form and substance satisfactory to the Lender, duly executed by any Grantors party to such Government Contract in compliance with the Assignment of Claims Act (or analogous state applicable Law), and (B) all applications, certificates, instruments, registration statements, and all other documents and papers the Lender may reasonably request and as may be required by law in connection with the obtaining of any consent, approval, registration, qualification, or authorization of any Person deemed necessary or appropriate for the effective exercise of any rights under this Agreement; provided that no Grantor shall be required to take any action to perfect a security interest in any Collateral as to which the Lender reasonably determines that the costs and burdens to the Grantors of perfecting a security interest in such Collateral (including any applicable stamp, intangibles or other taxes) are excessive in relation to value to the Lender afforded thereby.
(ii) From time to time upon the Lender’s reasonable request, promptly furnish such updates to the information disclosed pursuant to this Agreement and the Credit Agreement, including any Schedules hereto or thereto, such that such updated information is true and correct as of the date so furnished. Provided however, unless an Event of Default shall have occurred and be continuing, the Grantors shall not be required to obtain a landlord waiver, collateral access agreement or similar waiver or agreement with respect to any location of a Grantor where any personal property Collateral is located.
 
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5.     Authorization to File Financing Statements . Each Grantor hereby authorizes the Lender to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Lender may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, which such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Lender may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted herein, including, without limitation, describing such property as “all assets, whether now owned or hereafter acquired” or “all personal property, whether now owned or hereafter acquired.”
6.     Advances . On failure of any Grantor to perform any of the covenants and agreements contained herein or in any other Loan Document, the Lender may, at its sole option and in its sole discretion, perform the same and in so doing may expend such sums as the Lender may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures which the Lender may make for the protection of the security hereof or which may be compelled to make by operation of Law. All such sums and amounts so expended shall be repayable by the Grantors on a joint and several basis promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the Default Rate. No such performance of any covenant or agreement by the Lender on behalf of any Grantor, and no such advance or expenditure therefor, shall relieve the Grantors of any Default or Event of Default. The Lender may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by a Grantor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.
7.     Remedies .
(a)     General Remedies . Upon the occurrence of an Event of Default and during continuation thereof, the Lender on behalf of the Secured Parties shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by any applicable Law (including, but not limited to, levy of attachment, garnishment and the rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral), and further, the Lender may, with or without judicial process or the aid and assistance of others, (i) enter on any premises on which any of the Collateral may be located
 
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and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Lender at the expense of the Grantors any Collateral at any place and time designated by the Lender which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, (v) without demand and without advertisement, notice, hearing or process of law, all of which each of the Grantors hereby waives to the fullest extent permitted by Law, at any place and time or times, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels any or all Collateral held by or for it at public or private sale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for money, upon credit or otherwise, at such prices and upon such terms as the Lender deems advisable, in its sole discretion (subject to any and all mandatory legal requirements) and/or (vi) complete and tender each internet domain name transfer document in its own name, place and stead of the Grantor in order to effect the transfer of any internet domain name registration, either to the Lender or to another transferee, as the case may be and maintain, obtain access to, and continue to operate, in its own name or in the name, place and stead of such Grantor, such Grantor’s internet website and the contents thereof, and all related advertising, linking and technology licensing and other contractual relationships, in each case in connection with the maintenance, preservation, operation, sale or other disposition of the Collateral or for any other purpose permitted under the Loan Documents or by applicable Law. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and, in the case of a sale of Pledged Equity, that the Lender shall have no obligation to delay sale of any such securities for the period of time necessary to permit the Issuer of such securities to register such securities for public sale under the Securities Act of 1933. The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold. Neither the Lender’s compliance with applicable Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the U.S. Borrower in accordance with the notice provisions of Section 10.02 of the Credit Agreement at least 10 days before the time of sale or other event giving rise to the requirement of such notice. Each Grantor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (A) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of
 
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1933), or (B) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Lender may, in such event, bid for the purchase of such securities. The Lender shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable Law, any Secured Party may be a purchaser at any such sale. To the extent permitted by applicable Law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable Law, the Lender may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by Law, be made at the time and place to which the sale was postponed, or the Lender may further postpone such sale by announcement made at such time and place. To the extent permitted by applicable Law, each Grantor waives all claims, damages and demands it may acquire against the Lender or any Secured Party arising out of the exercise by them of any rights hereunder except to the extent any such claims, damages or demands result solely from the gross negligence or willful misconduct of the Lender or any other Secured Party as determined by a final non-appealable judgment of a court of competent jurisdiction, in each case against whom such claim is asserted. Each Grantor agrees that the internet shall constitute a “place” for purposes of Section 9-610(b) of the UCC and that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and a Grantor is sufficient to constitute a commercially reasonable disposition (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the UCC.
(b)     Remedies Relating to Accounts .
(i)    During the continuation of an Event of Default, whether or not the Lender has exercised any or all of its rights and remedies hereunder, (A) each Grantor shall, at the request of the Lender, notify (such notice to be in form and substance satisfactory to the Lender) its Account Debtors subject to a security interest hereunder that such Accounts have been assigned to the Lender, for the benefit of the Secured Parties and promptly upon request of the Lender, instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Lender and (B) the Lender shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the Lender or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Lender or of the Lender’s security interest therein, and may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, sue for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Lender’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the Secured Parties in the Accounts.
(ii)    Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Lender in accordance with the provisions
 
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hereof shall be solely for the Lender’s own convenience and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. Neither the Lender nor the Secured Parties shall have any liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance.
(iii)    During the continuation of an Event of Default, (A) the Lender shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Lender may require in connection with such test verifications, (B) upon the Lender’s request and at the expense of the Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Lender to furnish to the Lender reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (C) the Lender in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Lender’s satisfaction the existence, amount and terms of any Accounts.
(iv)    During the continuation of an Event of Default, upon the request of the Lender, each Grantor shall forward to the Lender, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and, if requested by the Lender, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Lender.
(c)     Deposit Accounts/Securities Accounts . Upon the occurrence of an Event of Default and during continuation thereof, the Lender may prevent withdrawals or other dispositions of funds in Deposit Accounts and Securities Accounts subject to control agreements or held with any Secured Party.
(d)     Investment Property/Pledged Equity . Upon the occurrence of an Event of Default and during the continuation thereof: the Lender shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property or Pledged Equity or other Proceeds paid in respect of any Investment Property or Pledged Equity, and any or all of any Investment Property or Pledged Equity may, at the option of the Lender, be registered in the name of the Lender or its nominee, and the Lender or its nominee may, during the continuation of an Event of Default, exercise (i) all voting, corporate and other rights pertaining to such Investment Property, or any such Pledged Equity at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (ii) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or Pledged Equity as if it were the absolute owner thereof (including, without limitation, the right to exchange at its
 
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discretion any and all of the Investment Property or Pledged Equity upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer or upon the exercise by any Grantor or the Lender of any right, privilege or option pertaining to such Investment Property or Pledged Equity, and in connection therewith, the right to deposit and deliver any and all of the Investment Property or Pledged Equity with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability except to account for property actually received by it; but the Lender shall have no duty to any Grantor to exercise any such right, privilege or option and the Lender and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer with respect to any Collateral consisting of Investment Property and/or Pledged Equity to (A) comply with any instruction received by it from the Lender in writing that (1) states that an Event of Default has occurred and is continuing and (2) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (B) during the continuation of an Event of Default, pay any dividends, distributions or other payments with respect to any Investment Property or Pledged Equity directly to the Lender. Unless an Event of Default shall have occurred and be continuing and the Lender shall have given notice to the relevant Grantor of the Lender’s intent to exercise its corresponding rights pursuant to this Section 7, each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Pledged Equity, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Pledged Equity to the extent not inconsistent with the terms of this Agreement and the other Loan Documents.
(e)     Material Contractual Obligations . Upon the occurrence of an Event of Default and during the continuation thereof, the Lender shall be entitled to (but shall not be required to): (i) proceed to perform any and all obligations of the applicable Grantor under any material Contractual Obligation and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (ii) do all other acts which the Lender may deem necessary or proper to protect its security interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Law, and (iii) sell, assign or otherwise transfer any material Contractual Obligation in accordance with the Credit Agreement, the other Loan Documents and applicable Law, subject, however, to the prior approval of each other party to such material Contractual Obligation, to the extent required under such material Contractual Obligation.
(f)     Access . In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuance thereof, the Lender shall have the right to enter and remain upon the various premises of the Grantors without cost or charge to the Lender, and use the same, together with materials, supplies, books and records of the Grantors for the purpose of collecting and liquidating the Collateral, or for preparing
 
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for sale and conducting the sale of the Collateral, whether by foreclosure, auction or otherwise. In addition, the Lender may remove Collateral, or any part thereof, from such premises and/or any records with respect thereto, in order to effectively collect or liquidate such Collateral. If the Lender exercises its right to take possession of the Collateral, each Grantor shall also at its expense perform any and all other steps reasonably requested by the Lender to preserve and protect the security interest hereby granted in the Collateral, such as placing and maintaining signs indicating the security interest of the Lender, appointing overseers for the Collateral and maintaining inventory records.
(g)     Nonexclusive Nature of Remedies . Failure by the Lender or the Secured Parties to exercise any right, remedy or option under this Agreement, any other Loan Document, any other document relating to the Secured Obligations, or as provided by Law, or any delay by the Lender or the Secured Parties in exercising the same, shall not operate as a waiver of any such right, remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and then only to the extent specifically stated, which in the case of the Lender or the Secured Parties shall only be granted as provided herein. To the extent permitted by Law, neither the Lender, the Secured Parties, nor any party acting as attorney for the Lender or the Secured Parties, shall be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful misconduct hereunder as determined by a final non-appealable judgment of a court of competent jurisdiction. The rights and remedies of the Lender and the Secured Parties under this Agreement shall be cumulative and not exclusive of any other right or remedy which the Lender or the Secured Parties may have.
(h)     Retention of Collateral . In addition to the rights and remedies hereunder, the Lender may, in compliance with Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable Law of the relevant jurisdiction, accept or retain the Collateral in satisfaction of the Secured Obligations. Unless and until the Lender shall have complied with such requirements, however, the Lender shall not be deemed to have retained any Collateral in satisfaction of any Secured Obligations for any reason.
(i)     Waiver; Deficiency . Each Grantor hereby waives, to the extent permitted by applicable Laws, all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable Laws in order to prevent or delay the enforcement of this Agreement or the absolute sale of the Collateral or any portion thereof. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Lender or the Secured Parties are legally entitled, the Grantors shall be jointly and severally liable for the deficiency, together with interest thereon at the Default Rate, together with the costs of collection and the fees, charges and disbursements of counsel. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Grantors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.
 
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(j)     Registration Rights .
(i) If the Lender shall determine that in order to exercise its right to sell any or all of the Collateral it is necessary or advisable to have such Collateral registered under the provisions of the Securities Act (any such Collateral, the “ Restricted Securities Collateral ”), the relevant Grantor will cause each applicable Issuer (and the officers and directors thereof) that is a Grantor or a Subsidiary of a Grantor to (A) execute and deliver all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Lender, necessary or advisable to register such Restricted Securities Collateral, or that portion thereof to be sold, under the provisions of the Securities Act, (B) use its commercially reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Restricted Securities Collateral, or that portion thereof to be sold, and (C) make all amendments thereto and/or to the related prospectus which, in the opinion of the Lender, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor agrees to cause each applicable Issuer (and the officers and directors thereof) to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Lender shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of the Securities Act.
(ii) Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Restricted Securities Collateral valid and binding and in compliance with any and all other applicable Laws. Each Grantor further agrees that a breach of any of the covenants contained in this Section 7 will cause irreparable injury to the Lender and the other Secured Parties, that the Lender and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.
8.     Rights of the Lender .
(a)     Power of Attorney . In addition to other powers of attorney contained herein, each Grantor hereby designates and appoints the Lender, on behalf of the Secured Parties, and each of its designees or agents, as attorney-in-fact of such Grantor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuance of an Event of Default:
(i)    to demand, collect, settle, compromise, adjust, give discharges and releases, all as the Lender may reasonably determine;
 
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(ii)    to commence and prosecute any actions at any court for the purposes of collecting any Collateral and enforcing any other right in respect thereof;
(iii)    to defend, settle or compromise any action brought and, in connection therewith, give such discharge or release as the Lender may deem reasonably appropriate;
(iv)    to receive, open and dispose of mail addressed to a Grantor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to the Collateral of such Grantor on behalf of and in the name of such Grantor, or securing, or relating to such Collateral;
(v)    to sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral or the goods or services which have given rise thereto, as fully and completely as though the Lender were the absolute owner thereof for all purposes;
(vi)    to adjust and settle claims under any insurance policy relating thereto;
(vii)    to execute and deliver all assignments, conveyances, statements, financing statements, continuation financing statements, security agreements, affidavits, notices and other agreements, instruments and documents that the Lender may determine necessary in order to perfect and maintain the security interests and liens granted in this Agreement and in order to fully consummate all of the transactions contemplated herein;
(viii)    to institute any foreclosure proceedings that the Lender may deem appropriate;
(ix)    to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Collateral;
(x)    to exchange any of the Pledged Equity or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the Issuer thereof and, in connection therewith, deposit any of the Pledged Equity with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Lender may reasonably deem appropriate;
(xi)    to vote for a shareholder resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Pledged Equity into the name of the Lender or one or more of the Secured Parties or into the name of any transferee to whom the Pledged Equity or any part thereof may be sold pursuant to Section 7 hereof;
 
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(xii)    to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral;
(xiii)    to direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Lender or as the Lender shall direct;
(xiv)    to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral;
(xv)    in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Lender may request to evidence the security interests created hereby in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby; and
(xvi)    do and perform all such other acts and things as the Lender may reasonably deem to be necessary, proper or convenient in connection with the Collateral.
This power of attorney is a power coupled with an interest and shall be irrevocable until the Facility Termination Date. The Lender shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Lender in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Lender shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. This power of attorney is conferred on the Lender solely to protect, preserve and realize upon its security interest in the Collateral and shall not impose any duty upon the Lender or any other Secured Party to exercise any such powers.
(b)     Assignment by the Lender . The Lender may from time to time assign the Secured Obligations to a successor Lender appointed in accordance with the Credit Agreement, and such successor shall be entitled to all of the rights and remedies of the Lender under this Agreement in relation thereto.
(c)     The Lender ’ s Duty of Care . Other than the exercise of reasonable care to assure the safe custody of the Collateral while being held by the Lender hereunder, the Lender shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Grantors shall be responsible for preservation of all rights in the Collateral, and the Lender shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender of it to the Grantors. The Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the
 
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Lender accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Lender shall not have responsibility for taking any necessary steps to preserve rights against any parties with respect to any of the Collateral. In the event of a public or private sale of Collateral pursuant to Section 7 hereof, the Lender shall have no responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Collateral, whether or not the Lender has or is deemed to have knowledge of such matters, or (ii) taking any steps to clean, repair or otherwise prepare the Collateral for sale.
(d)     Liability with Respect to Accounts . Anything herein to the contrary notwithstanding, each of the Grantors shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to each such Account. Neither the Lender nor any Secured Party shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Lender or any Secured Party of any payment relating to such Account pursuant hereto, nor shall the Lender or any Secured Party be obligated in any manner to perform any of the obligations of a Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
(e)     Releases of Collateral .
(i)     If any Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Lender, at the request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases and other documents, and take such other action, reasonably necessary for the release of the Liens created hereby or by any other Collateral Document on such Collateral.
(ii)     The Lender may release any of the Pledged Equity from this Agreement or may substitute any of the Pledged Equity for other Pledged Equity without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Agreement as to any Pledged Equity not expressly released or substituted, and this Agreement shall continue as a first priority lien on all Pledged Equity not expressly released or substituted.
9.     Application of Proceeds . After the exercise of remedies provided for in Section 8.02 of the Credit Agreement (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in Section 8.02 of the Credit Agreement) any payments in respect of the Secured Obligations and any proceeds of the Collateral, when received by the Lender or any Secured Party in cash or Cash Equivalents will be applied in reduction of the Secured Obligations in the order set forth in the Credit Agreement.
 
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10.     Continuing Agreement .
(a)    This Agreement shall remain in full force and effect until the Facility Termination Date, at which time this Agreement shall be automatically terminated (other than obligations under this Agreement which expressly survive such termination) and the Lender shall, upon the request and at the expense of the Grantors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such termination.
(b)    This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Lender or any Secured Party as a preference, fraudulent conveyance or otherwise under any Debtor Relief Law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Lender or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.
11.     Amendments; Waivers; Modifications, etc . This Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 10.01 of the Credit Agreement.
12.     Successors in Interest . This Agreement shall be binding upon each Grantor, its successors and assigns and shall inure, together with the rights and remedies of the Lender and the Secured Parties hereunder, to the benefit of the Lender and the Secured Parties and their successors and permitted assigns.
13.     Notices . All notices required or permitted to be given under this Agreement shall be in conformance with Section 10.02 of the Credit Agreement; provided that notices and communications to the Grantors shall be directed to the Grantors, at the address of the U.S. Borrower set forth in Section 10.02 of the Credit Agreement.
14.     Counterparts . This Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. Without limiting the foregoing, to the extent a manually executed counterpart is not specifically required to be delivered, upon the request of any party, such fax transmission or electronic mail transmission shall be promptly followed by such manually executed counterpart.
 
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15.     Headings . The headings of the sections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.
16.     Governing Law; Submission to Jurisdiction; Venue; WAIVER OF JURY TRIAL . The terms of Sections 10.13 and 10.14 of the Credit Agreement with respect to governing law, submission to jurisdiction, venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis , and the parties hereto agree to such terms.
17.     Severability . If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.
18.     Entirety . This Agreement, the other Loan Documents and the other documents relating to the Secured Obligations represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Loan Documents, any other documents relating to the Secured Obligations, or the transactions contemplated herein and therein.
19.     Other Security . To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral (including, without limitation, real property and securities owned by a Grantor), or by a guarantee, endorsement or property of any other Person, then the Lender shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence of any Event of Default, and the Lender shall have the right, in its sole discretion, to determine which rights, security, liens, security interests or remedies the Lender shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or the Secured Obligations or any of the rights of the Lender or the Secured Parties under this Agreement, under any other of the Loan Documents or under any other document relating to the Secured Obligations.
20.     Joinder . At any time after the date of this Agreement, one or more additional Persons may become party hereto by executing and delivering to the Lender a Joinder Agreement in the form of Exhibit B to the Credit Agreement or such other form acceptable to the Lender. Immediately upon such execution and delivery of such Joinder Agreement (and without any further action), each such additional Person will become a party to this Agreement as an “Grantor” and have all of the rights and obligations of a Grantor hereunder and this Agreement and the schedules hereto shall be deemed amended by such Joinder Agreement.
21.     Consent of Issuers of Pledged Equity . Any Loan Party that is an Issuer hereby acknowledges, consents and agrees to the grant of the security interests in such Pledged Equity by the applicable Grantors pursuant to this Agreement, together with all rights accompanying such security interest as provided by this Agreement and applicable Law, notwithstanding any anti-assignment provisions in any operating agreement, limited partnership agreement or similar organizational or governance documents of such Issuer.
 
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22.     Joint and Several Obligations of Grantors .
(a)    Each of the Grantors is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Lender under the Credit Agreement, for the mutual benefit, directly and indirectly, of each of the Grantors and in consideration of the undertakings of each of the Grantors to accept joint and several liability for the obligations of each of them.
(b)    Each of the Grantors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a primary obligor, joint and several liability with the other Grantors with respect to the payment and performance of all of the Secured Obligations, it being the intention of the parties hereto that (i) all the Secured Obligations shall be the joint and several obligations of each of the Grantors without preferences or distinction among them and (ii) a separate action may be brought against each Grantor to enforce this Agreement whether or not the U.S. Borrower, any other Grantor or any other person or entity is joined as a party.
(c)    Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents, to the extent the obligations of a Grantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Grantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, Debtor Relief Laws).
23.     Marshaling . The Lender shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Lender’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.
24.     Injunctive Relief .
(a)     Each Grantor recognizes that, in the event such Grantor fails to perform, observe or discharge any of its obligations or liabilities under this Agreement or any other Loan Document, any remedy of law may prove to be inadequate relief to the Lender and the
 
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other Secured Parties. Therefore, each Grantor agrees that the Lender and the other Secured Parties, at the option of the Lender and the other Secured Parties, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.
(b)     The Lender, the other Secured Parties and each Grantor hereby agree that no such Person shall have a remedy of punitive or exemplary damages against any other party to a Loan Document and each such Person hereby waives any right or claim to punitive or exemplary damages that they may now have or may arise in the future in connection with any dispute under this Agreement or any other Loan Document, whether such dispute is resolved through arbitration or judicially.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
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Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

GRANTORS:	 		 	ASTRONOVA, INC.	
				
	 		 	By:	 	/s/ John P. Jordan	
	 		 	Name:	 	John P. Jordan	
	 		 	Title:	 	Vice President, Chief Financial Officer and Treasurer	
Accepted and agreed to as of the date first above written.

BANK OF AMERICA, N.A., as Lender	
		
By:	 	/s/ Donald C. McQueen	
Name:	 	Donald C. McQueen	
Title:	 	Senior Vice President	
 
[Signature Page to AstroNova, Inc. Security and Pledge Agreement]

EXHIBIT A
[FORM OF]
IRREVOCABLE STOCK POWER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to                      the following Equity Interests of [                      ], a [                      ] [corporation] [limited liability company]:

No. of Shares	  	Certificate No.	

	  		
and irrevocably appoints                      its agent and attorney-in-fact to transfer all or any part of such Equity Interests and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him.

 	
		
By:	 	 	
Name:	 	 	
Title:	 	 	
 
A-1

EXHIBIT B
[FORM OF]
NOTICE
OF
GRANT OF SECURITY INTEREST
IN
COPYRIGHTS
United States Copyright Office
Ladies and Gentlemen:
Please be advised that pursuant to the Security and Pledge Agreement dated as of [              ], 2017 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “ Agreement ”) by and among the Grantors party thereto (each an “ Grantor ” and collectively, the “ Grantors ”) and Bank of America, N.A., as lender (the “ Lender ”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the copyrights and copyright applications shown on Schedule 1 attached hereto to the Lender for the ratable benefit of the Secured Parties.
The undersigned Grantor and the Lender, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the foregoing copyrights and copyright applications (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any copyright or copyright application.

Very truly yours,	
	
[GRANTOR]	
		
By:	 	 	
Name:	 	 	
Title:	 	 	

Acknowledged and Accepted:	
	
BANK OF AMERICA, N.A., as Lender	
		
By:	 	 	
Name:	 	 	
Title:	 	 	
 
B-1

EXHIBIT C
[FORM OF]
NOTICE
OF
GRANT OF SECURITY INTEREST
IN
PATENTS
United States Patent and Trademark Office
Ladies and Gentlemen:
Please be advised that pursuant to the Security and Pledge Agreement dated as of [              ], 2017 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “ Agreement ”) by and among the Grantors party thereto (each an “ Grantor ” and collectively, the “ Grantors ”) and Bank of America, N.A., as lender (the “ Lender ”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications shown on Schedule 1 attached hereto to the Lender for the ratable benefit of the Secured Parties.
The undersigned Grantor and the Lender, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the foregoing patents and patent applications (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any patent or patent application.

Very truly yours,	
	
[GRANTOR]	
		
By:	 	 	
Name:	 	 	
Title:	 	 	

Acknowledged and Accepted:	
	
BANK OF AMERICA, N.A., as Lender	
		
By:	 	 	
Name:	 	 	
Title:	 	 	
 
C-1

EXHIBIT D
[FORM OF]
NOTICE
OF
GRANT OF SECURITY INTEREST
IN
TRADEMARKS
United States Patent and Trademark Office
Ladies and Gentlemen:
Please be advised that pursuant to the Security and Pledge Agreement dated as of [              ], 2017 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “ Agreement ”) and among the Grantors party thereto (each an “ Grantor ” and collectively, the “ Grantors ”) and Bank of America, N.A., as lender (the “ Lender ”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications shown on Schedule 1 attached hereto to the Lender for the ratable benefit of the Secured Parties.
The undersigned Grantor and the Lender, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any trademark or trademark application.

Very truly yours,	
	
[GRANTOR]	
		
By:	 	 	
Name:	 	 	
Title:	 	 	

Acknowledged and Accepted:	
	
BANK OF AMERICA, N.A., as Lender	
		
By:	 	 	
Name:	 	 	
Title:	 	 	
 
D-1

Exhibit 21
LIST OF SUBSIDIARIES OF THE COMPANY

Name	  	Jurisdiction of Organization	
AstroNova GmbH	  	Germany	
Astronova Limited	  	Ireland	
AstroNova Aerospace, Inc.	  	Delaware	
ANI ApS	  	Denmark	
TrojanLabel ApS	  	Denmark	
AstroNova SNC	  	France	

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements (Nos. 333-24123, 333-32315, 333-93565, 333-62431, 333-44414, 333-63526, 333-143854 and 333-204619) on Form S-8 of AstroNova, Inc. of our report dated April 6, 2017, related to our audit of the consolidated financial statements, internal control over financial reporting and the financial statement schedule, which appear in this Annual Report on Form 10-K for the year ended January 31, 2017.
/s/ Wolf & Company, P.C.
Boston, Massachusetts
April 6, 2017

Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Gregory A. Woods certify that:
1. I have reviewed this annual report on Form 10-K of AstroNova, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on our evaluation; and
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date April 6, 2017

/s/ G REGORY A. W OODS	
Gregory A. Woods	
President and Chief Executive Officer	
(Principal Executive Officer)	

Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, John P. Jordan, certify that:
1. I have reviewed this annual report on Form 10-K of AstroNova, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on our evaluation; and
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date April 6, 2017

/s/ John P. Jordan	
John P. Jordan	
Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	

Exhibit 32.1
AstroNova Inc.
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of AstroNova, Inc. (the “Company”) on Form 10-K for the year ended January 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory A. Woods, Chief Executive Officer, hereby certify, pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(a) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated this 6th day of April, 2017

/s/ G REGORY A. W OODS	
Gregory A. Woods	
President and Chief Executive Officer
(Principal Executive Officer)	
A signed original of this written statement required by Section 906 has been provided to AstroNova, Inc. and will be retained by AstroNova, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2
AstroNova Inc.
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of AstroNova, Inc. (the “Company”) on Form 10-K for the year ended January 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John P. Jordan, Vice President, Chief Financial Officer and Treasurer, hereby certify, pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(a) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated this 6th day of April, 2017

/ S / John P. Jordan	
John P. Jordan	
Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	
A signed original of this written statement required by Section 906 has been provided to AstroNova, Inc. and will be retained by AstroNova, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.