EX-10.1 2 ex_321680.htm EXHIBIT 10.1 ex_321680.htm

Exhibit 10.1

 

JOINDER AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

 

THIS JOINDER AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “Amendment”) is effective as of December 30, 2021 (“Effective Date”), by and between INTEST CORPORATION, a Delaware corporation, (“Borrower”), AMBRELL CORPORATION, a Delaware corporation, INTEST SILICON VALLEY CORPORATION, a Delaware corporation, INTEST EMS, LLC, a Delaware limited liability company, TEMPTRONIC CORPORATION, a Delaware corporation, VIDEOLOGY IMAGING CORPORATION, a Delaware corporation (individually and collectively, jointly and severally, the “Original Guarantors”), ACCULOGIC LTD., a Delaware corporation (“Acculogic US”) and ACCULOGIC INC., an Ontario corporation (“Acculogic CAN” and together with Acculogic US and Original Guarantors, individually and collectively, jointly and severally, the “Guarantors”) and M&T Bank (together with its successors and assigns, “Bank”).

 

BACKGROUND

 

A.    Borrower, Original Guarantors and Bank have previously entered into a certain Amended and Restated Loan and Security Agreement dated October 15, 2021, as amended by that certain Joinder and Amendment to Amended and Restated Loan and Security Agreement dated October 28, 2021 (as amended and as it may be further amended, supplemented or restated from time to time, the “Loan Agreement”), pursuant to which, inter alia, Bank agreed to extend to Borrower certain credit facilities subject to the terms and conditions set forth therein.

 

B.    Borrower has requested and Bank has agreed to amend the terms of the Loan Agreement in accordance with the terms and conditions hereof.

 

C.    Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings set forth therefor in the Loan Agreement.

 

NOW THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

 

1.    Approval of Acculogic Acquisition as a Permitted Acquisition under the Term Loan. Borrower has requested and Bank has agreed to approve Borrower’s acquisition of Acculogic US and Acculogic CAN (“Acculogic Acquisition”) as a Permitted Acquisition under the Term Loan. Acculogic will be holding the assets (including equity interests) acquired through the Acculogic Acquisition.

 

2.    Joinder. Acculogic US and Acculogic CAN each hereby agree that (a) effective as of the date hereof, it is hereby and shall be deemed to be a Guarantor under the Loan Agreement, Surety Agreement and all other Loan Documents to which Original Guarantors are parties, and (b) from the date hereof until payment in full of the Obligations and termination of the Loan Agreement, Acculogic US and Acculogic CAN have each assumed the obligations of a Guarantor under, and Acculogic US and Acculogic CAN shall each perform, comply with and be subject to and bound by, jointly and severally with each of the Original Guarantors, each of the terms, provisions, conditions and waivers of the Loan Agreement, Surety Agreement and other Loan Documents which are stated to apply to or are made by a Guarantor, to the same extent as it were an original signatory thereto. Without limiting the generality of the foregoing, Acculogic US and Acculogic CAN each hereby represents and warrants to Bank that (x) each representation made by Original Guarantors in the Loan Agreement are true and correct as to Acculogic US and Acculogic CAN on and as of the date hereof, and (y) Acculogic US and Acculogic Can have each heretofore received a true and correct copy of the Loan Agreement, Surety Agreement and other Loan Documents as in effect on the date hereof.

 

 

 

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

 

“Base Rate means the greater of the (i) rate of interest announced by the Bank each day as its Prime Rate or (ii) the Federal Funds Effective Rate plus one-half of one percent (½%) per annum or (iii) SOFR plus one percent (1%) per annum. Notwithstanding anything to the contrary herein, to the extent the Prime Rate or Federal Funds Effective Rate shall, at any time, be less than zero percent (0.00%), the Prime Rate or Federal Funds Effective Rate, as applicable, shall be deemed to be zero percent (0.00%) for purposes hereof.”

 

“Guarantor means Ambrell Corporation, a Delaware corporation, inTEST Silicon Valley Corporation, a Delaware corporation, inTEST EMS, LLC, a Delaware limited liability company, Temptronic Corporation, a Delaware corporation, and Videology Imaging Corporation, a Delaware corporation, individually, and Guarantors means Ambrell Corporation, a Delaware corporation, inTEST Silicon Valley Corporation, a Delaware corporation, inTEST EMS, LLC, a Delaware limited liability company, Temptronic Corporation, a Delaware corporation, Videology Imaging Corporation, a Delaware corporation, Acculogic Ltd., a Delaware corporation, and Acculogic Inc., an Ontario corporation, collectively, and their respective successors and assigns.”

 

4.    FEIN. Section 10.22 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

 

“10.22 FEIN. The FEIN and state organizational number of each Obligor is:

 

NAME

Tax ID/FEIN Number

Government/State Organizational Number

State of Incorporation

inTEST Corporation

22-2370659

2726308

Delaware

Ambrell Corporation

16-1271448

5695927

Delaware

inTEST Silicon Valley Corporation

94-3043339

2916520

Delaware

inTEST EMS, LLC

83-2411891

7130712

Delaware

Temptronic Corporation

52-2222202

3142413

Delaware

Videology Imaging Corporation

87-2955379

6283703

Delaware

Acculogic Ltd.

26-0789538

4083653

Delaware

Acculogic Inc.

 

1000061234

Ontario

 

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5.    Amended and Restated Term Note. Coincident with the execution of this Amendment, Borrower shall execute and deliver to Bank a (i) Delayed Draw Term Note 1B in the original principal amount of $8,500,000 (“Term Note 1B”) and (ii) Second Amended and Restated Delayed Draw Term Note 1A in the original principal amount of $4,500,000 (“Amended and Restated Note”). Term Note 1B and Amended and Restated Note shall be in form and content acceptable to Bank and the Amended and Restated Note shall re-evidence the existing indebtedness of Borrower to Bank under that certain Amended and Restated Delayed Draw Term Note 1A in the original principal amount of $13,000,000 and dated October 28, 2021 (each a “Prior Note”). All references to the Term Notes in the Loan Agreement and other Loan Documents shall be deemed to be references to Term Note 1B and Amended and Restated Note. The parties hereby expressly acknowledge and agree that the Amended and Restated Note merely re-evidences the indebtedness evidenced by the Prior Note and is given in substitution of and not as payment of the Prior Note.

 

6.    Updated Schedules. The Schedules to the Loan Agreement are hereby amended and replaced, in its entirety, with Schedules attached hereto as Exhibit A.

 

7.    Confirmation of Collateral. Nothing contained herein shall be deemed to be a compromise, satisfaction, accord and satisfaction, novation or release of any of the Loan Documents, or any rights or obligations thereunder, or a waiver by Bank of any of its rights under the Loan Documents or at law or in equity. All liens, security interests, rights and remedies granted to Bank in the Loan Documents are hereby ratified, confirmed and continued.

 

8.    Covenants, Representations and Warranties. Borrower and Guarantors (as applicable to itself) hereby:

 

8.1    ratifies, confirms and agrees that the Loan Agreement, as amended by this Amendment, and all other Loan Documents are valid, binding and in full force and effect as of the date of this Amendment, and enforceable in accordance with their terms.

 

8.2    agrees that it has no defense, set-off, counterclaim or challenge against the payment of any sums owed or owing under the Loan Documents or the enforcement of any of the terms of the Loan Documents.

 

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8.3    ratifies, confirms and continues all liens, security interests, pledges, rights and remedies granted to Bank in the Loan Documents and agrees that such liens, security interests and pledges shall secure all of the Obligations under the Loan Documents as amended by this Amendment.

 

8.4    represents and warrants that all representations and warranties in the Loan Documents are true and complete as of the date of this Amendment.

 

8.5    agrees that its failure to comply with or perform any of its covenants or agreements in this Amendment will constitute an Event of Default under the Loan Documents.

 

8.6    represents and warrants that no condition or event exists after taking into account the terms of this Amendment which would constitute an Event of Default (or will, upon the giving of notice or the passage of time, or both constitute an Event of Default).

 

8.7    represents and warrants that the execution and delivery of this Amendment by Borrower and Guarantors and all documents and agreements to be executed and delivered pursuant to this Amendment:

 

(a)    have been duly authorized by all requisite corporate, company and/or partnership action of Borrower and Guarantors, as applicable;

 

(b)    will not conflict with or result in a breach of, or constitute a default (or with the passage of time or the giving of notice or both, will constitute a default) under, any of the terms, conditions, or provisions of any applicable statute, law, rule, regulation or ordinance or any Borrower’s or Guarantor’s Governing Documents or any indenture, mortgage, loan or credit agreement or instrument to which any Borrower or Guarantor is a party or by which such may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and

 

(c)    will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of any Borrower or Guarantor under the terms or provisions of any such agreement or instrument, except liens in favor of Bank.

 

9.    Conditions.  The obligation of Bank to enter into this Amendment is subject to the fulfillment, to the satisfaction of Bank, of each of the following conditions, and all agreements, documents and other items must be in form, content and in all other respects satisfactory to Bank in its sole discretion.  Bank is not waiving a breach of any warranty or representation made by any Borrower or Guarantor hereunder or under any agreement, document, or instrument delivered to Bank or otherwise referred to herein, and any claims and rights of the Bank resulting from any breach or misrepresentation by any Borrower or Guarantor are specifically reserved by the Bank.

 

9.1    Searches. Bank shall have received copies of record searches (including UCC searches, patent searches, trademark searches, copyright searches and judgments, suits, bankruptcy, litigation, tax and other lien searches) against each of Acculogic US and Acculogic CAN.

 

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

 

(a)    this Amendment;

 

(b)    Term Note 1B;

 

(c)    the Amended and Restated Note;

 

(d)    the Second Amended and Restated Surety Agreement;

 

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

 

(f)    the UCC-3 financing statement;

 

(g)    the UCC-1 financing statement;

 

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

 

(i)    the Pledge Agreement;

 

(j)    Guarantee and Indemnity Agreement executed by Acculogic CAN;

 

(k)    General Security Agreement executed by Acculogic CAN;

 

(l)    Confirmation of Security Interest in Intellectual Property executed by Acculogic CAN; and

 

(m)    The financing statement registered under the Personal Property Security Act (Ontario) against Acculogic CAN;

 

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

 

9.3    Representations and Warranties.  All representations and warranties of Borrower and Guarantors set forth in the Loan Documents shall be true at and as of the date hereof.

 

9.4    No Default.   No condition or event shall exist or have occurred which would constitute a default or an Event of Default hereunder or under the Loan Agreement.

 

9.5    Advance Request. Borrower requests an Advance under the Term Loan in writing, which request shall set forth in reasonable detail the target of the proposed Permitted Acquisition, the type of acquisition, a copy of the related purchase agreement; the criteria establishing the qualifications as a Permitted Acquisition set forth in Section 1.1 of the Loan Agreement, the amortization period elected for such Loan, information regarding the formation of any new subsidiary in anticipation of such acquisition including, but not limited to ownership name and structure, type of organization, state of formation, operating agreement/articles of incorporation, organizational document number, federal tax identification number, authorized signatories and such other information as reasonably requested by Bank and in such form and content acceptable to Bank.

 

9.6    Good Standing Certificate. Bank shall have received a certificate of good standing with respect to each of Acculogic US and Acculogic CAN, dated within 30 days of the Effective Date of this Amendment, such certificate to be issued by the appropriate officer of each jurisdiction in which Acculogic US and Acculogic CAN is required to be qualified or licensed which certificates shall indicate that Acculogic US and Acculogic CAN is in good standing in such jurisdiction.

 

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

 

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

 

9.9    Licenses, Approvals, Etc. Bank shall have received copies of all material licenses, approvals, consents, authorizations and filings of Acculogic US and Acculogic CAN required or necessary for the operation of its Business.

 

9.10    Material Agreements. Bank shall have received copies of all material agreements, leases and other documents related to Acculogic US and Acculogic CAN.

 

9.11    KYC Documentation. Bank shall have received, sufficiently in advance of closing, all “Know your customer” documentation and other governing documents, required by Bank in accordance with all applicable banking laws and regulations in effect from time to time, including without limitation, the USA PATRIOT Act.

 

9.12    Other.  All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed or recorded.

 

10.    Additional Documents; Further Assurances.   Borrower and Guarantors covenant and agree to execute and deliver to Bank, or to cause to be executed and delivered to Bank contemporaneously herewith, at the sole cost and expense of Borrower and Guarantors, any and all other documents, agreements, statements, resolutions, certificates, consents and information as Bank may require in connection with the matters or actions described herein.  Borrower and Guarantors further covenant and agree to execute and deliver to Bank, or to cause to be executed and delivered, at the sole cost and expense of Borrower and Guarantors, from time to time, any and all other documents, agreements, statements, certificates and information as Bank shall request to evidence or effect the terms hereof or to enforce or protect Bank’s rights.  All of such documents, agreements, statements, certificates and information shall be in form and content acceptable to Bank in its sole discretion.

 

11.    Certain Fees, Costs, Expenses and Expenditures. Borrower and Guarantors agree to pay all of Bank’s costs and expenses in connection with the review, preparation, negotiation, documentation and closing of this Amendment and the consummation of the transactions contemplated hereunder, including without limitation, costs, fees and expenses of counsel retained by Bank and all fees related to filings, recording of documents and searches, whether or not the transactions contemplated hereunder are consummated. Nothing contained herein shall limit in any manner whatsoever Bank’s right to reimbursement under any of the Loan Documents.

 

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12.    No Novation.Nothing contained herein and no actions taken pursuant to the term hereof are intended to constitute a novation of the Loan Agreement or any of the Loan Documents and shall not constitute a release, termination or waiver of any of the liens, security interests, rights or remedies granted to Bank in the Loan Documents.

 

13.    No Waiver.  Except as otherwise provided herein, nothing herein contained and no actions taken by Bank in connection herewith shall constitute nor shall they be deemed to be a waiver, release or amendment of or to any rights, remedies, or privileges afforded to Bank under the Loan Documents.  Nothing herein shall constitute a waiver by Bank of Borrower’s’ and Guarantors’ compliance with the terms of the Loan Documents, nor shall anything contained herein constitute an agreement by Bank to enter into any further amendments with Borrower and Guarantors.

 

14.    Inconsistencies.  To the extent of any inconsistency between the terms and conditions of this Amendment and the terms and conditions of the other Loan Documents, the terms and conditions of this Amendment shall prevail.  All terms and conditions of the Loan Documents not inconsistent herewith shall remain in full force and effect and are hereby ratified and confirmed by Borrower and Guarantors.

 

15.    Binding Effect.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

 

16.    No Third Party Beneficiaries.  The rights and benefits of this Amendment and the Loan Documents shall not inure to the benefit of any third party.

 

17.    Time of the Essence.  Time is of the essence in the performance by Borrower and Guarantors of all the obligations hereunder.

 

18.    Headings.  The headings of the Sections of this Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Amendment.

 

19.    Severability.  The provisions of this Amendment and all other Loan Documents are deemed to be severable, and the invalidity or unenforceability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect.

 

20.    Modifications.  No modifications of this Amendment or any of the Loan Documents shall be binding or enforceable unless in writing and signed by or on behalf of the party against whom enforcement is sought.

 

21.    Law Governing.  This Amendment has been made, executed and delivered in the Commonwealth of Pennsylvania and will be construed in accordance with and governed by the laws of such Commonwealth, without regard to any rules or principles regarding conflicts of law or any rule or canon of construction which interprets agreements against the draftsman.

 

22.    Counterparts; Electronic Signatures.  This Amendment may be executed in any number of counterparts, all of which when taken together constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart.  Delivery of a photocopy, pdf, telecopy or other electronic version of an executed counterpart of a signature page to this Amendment shall be as effective as delivery of a manually executed counterpart of this Amendment.

 

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23.    Waiver of Right to Trial by Jury.  BORROWER, GUARANTORS AND BANK WAIVE ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS AMENDMENT, (b) ARISING UNDER ANY OF THE OTHER LOAN DOCUMENTS OR (c) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF BORROWER OR GUARANTORS, WITH RESPECT TO THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. BORROWER, GUARANTORS AND BANK AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF BORROWER, GUARANTORS AND BANK TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.  BORROWER AND GUARANTORS ACKNOWLEDGE THAT THEY HAVE HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL REGARDING THIS SECTION, THAT THEY FULLY UNDERSTAND ITS TERMS, CONTENT AND EFFECT, AND THAT THEY VOLUNTARILY AND KNOWINGLY AGREE TO THE TERMS OF THIS SECTION.

 

 

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed this Amendment as of the date first above written.

 

 

 

BORROWER:

 

INTEST CORPORATION,

a Delaware corporation       

   
 

By: /s/ Duncan Gilmour

Name: Duncan Gilmour

Title: Secretary, Treasurer and Chief Financial Officer

 

 

[Signature Page to Joinder and Second Amendment to Amended and Restated Loan and Security Agreement]

 

 

 

 

GUARANTORS:

 

AMBRELL CORPORATION,

a Delaware corporation

   
   
 

By: /s/ Duncan Gilmour

Name: Duncan Gilmour

Title: Vice President, Treasurer and Secretary

   
 

INTEST SILICON VALLEY CORPORATION,

a Delaware corporation

   
   
 

By: /s/ Duncan Gilmour

Name: Duncan Gilmour

Title: Vice President, Treasurer and Secretary

   
   
 

INTEST EMS, LLC,

a Delaware limited liability company

   
   
 

By: /s/ Duncan Gilmour

Name: Duncan Gilmour

Title: Vice President, Treasurer and Secretary

   
   
 

TEMPTRONIC CORPORATION,

a Delaware corporation

   
   
 

By: /s/ Duncan Gilmour

Name: Duncan Gilmour

Title: Vice President, Treasurer and Secretary

   
   
 

VIDEOLOGY IMAGING CORPORATION,

a Delaware corporation

   
   
 

By: /s/ Duncan Gilmour

Name: Duncan Gilmour

Title: Vice President, Treasurer and Secretary

 

 

[Signature Page to Joinder and Second Amendment to Amended and Restated Loan and Security Agreement]

 

 

 

 

ACCULOGIC LTD.,

a Delaware corporation        

   
   
 

By: /s/ Duncan Gilmour

Name: Duncan Gilmour

Title: Vice President, Treasurer and Secretary

   
   
 

ACCULOGIC INC.,

an Ontario corporation

   
   
 

By: /s/ Duncan Gilmour

Name: Duncan Gilmour

Title: Vice President, Treasurer and Secretary

   
   
   
 

BANK:

 

M&T BANK

   
   
  By: /s/ Steven A. Vilardi
         Steven A. Vilardi, Vice President

 

 

[Signature Page to Joinder and Second Amendment to Amended and Restated to Loan and Security Agreement]

 

 

 

Exhibit A

 

SCHEDULES

 

Schedule 10.3

- Ownership Interests

   

Schedule 10.4

- Subsidiaries

   

Schedule 10.14

- Names

   

Schedule 10.16

- Pension and Benefit Plans

   

Schedule 10.17

- Leases and Contracts

   

Schedule 10.18

- Intellectual Property

   

Schedule 10.20

- Affiliate Transactions

   

Schedule 10.21(b)

- Licenses

   

Schedule 10.21(c)

- Operating Agreements

   

Schedule 10.21(d)

- Facility Sites

   

Schedule 10.21(e)

- Leases

   

Schedule 10.24

- Subordinated Indebtedness

   

Schedule 12.1

- Permitted Indebtedness

   

Schedule 12.2

- Loans

   

Schedule 12.3

- Permitted Investments

   

Schedule 12.7

- Permitted Liens

 

 

 

 

Schedule 10.3

Ownership Interests

 

Entity

Owner

Percentage Ownership

Options, Warrants, Rights of Conversion or Purchase

Ambrell Corporation

inTEST Corporation

100%

None

inTEST Silicon Valley Corporation

inTEST Corporation

100%

None

inTEST EMS, LLC

inTEST Corporation

100%

None

inTEST Thermal Solutions GmbH

inTEST Corporation

100%

None

inTEST PTE Ltd.

inTEST Corporation

100%

None

TEMPTRONIC CORPORATION

inTEST Corporation

100%

None

Ambrell B.V.

Ambrell Corporation

100%

None

Ambrell Limited

Ambrell Corporation

100%

None

Videology Imaging Corporation

inTEST Corporation

100%

None

Acculogic Inc.

inTEST Corporation

100%

None

Acculogic Ltd.

inTEST Corporation

100%

None

 

 

 

 

Schedule 10.4

Subsidiaries

 

Schedule 10.3 is hereby incorporated by reference.

 

 

 

 

Schedule 10.14

Names

 

Exact Legal Name

Former Legal Names

(including date of change)

inTEST Corporation

None

Ambrell Corporation

Concourse Acquisition Corp. (5/25/2017)

inTEST Silicon Valley Corporation

inTEST Sunnyvale Corporation (1/26/2005)

TD Acquisition Corp. (8/3/1998)

TestDesign Corporation (8/3/1998 merged into TD Acquisition Corp.)

TEMPTRONIC CORPORATION

None

inTEST EMS, LLC

None

Videology Imaging Corporation

None

Acculogic Inc.

None

Acculogic Ltd.

None

 

 

 

 

Schedule 10.16

United States Pension and Benefit Plans

 

None.

 

 

 

 

Schedule 10.17

Leases and Contracts

 

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

 

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

 

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

 

4.    Second Amendment to Lease between James Campbell Company, LLC and TEMPTRONIC CORPORATION dated April 8, 2019.

 

5.    Lease Agreement between Columbia California Warm Springs Industrial, LLC and inTEST Silicon Valley Corporation dated January 9, 2012.

 

6.    First Amendment to Lease Agreement between Columbia California Warm Springs Industrial, LLC and inTEST Silicon Valley Corporation dated November 18, 2016.

 

7.    Guaranty Agreements between Columbia California Warm Springs Industrial, LLC and inTEST Corporation dated January 9, 2012.

 

8.    Second Amendment to Standard Lease Agreement, dated January 23, 2020, by and between inTEST Silicon Valley Corporation and Fremont Business Center, LLC.

 

9.    Lease Agreement between Maguire Family Properties, Inc. and Ambrell Corporation dated December 19, 2017

 

10.    Guaranty of Lease between Maguire Family Properties, Inc. and Ambrell Corporation dated December 19, 2017

 

 

11.

Lease between Taheri Properties Inc. and Acculogic Inc. dated December 21, 2021 for the premises municipally known as 175 Riviera Drive Markham, Ontario.

 

 

12.

Lease between Spinnaker Properties Inc. and Acculogic Ltd. dated December 21, 2021 for the premises municipally known as 6475 Sycamore Court North, Maple Grove, MN, 55360.

 

 

13.

Lease between Icon Owner Pool 1 LA Business Parks, LLC and Acculogic Inc. dated March 10, 2011 for the premises municipally known as 20992 Bake Parkway, Suite 112, Lake Forest, CA 92630, together with lease extensions dated April 30, 2014, May 23, 2016, and April 16, 2019. 

 

 

14.

Lease between Ruppert Immobilien GmbH & Co. KG and Acculogic GmbH dated September 20, 2006 for the premises municipally known as Papenreye 51, 22453 Hamburg, together with lease extensions dated March 4, 2010, and March 25, 2014 and lease to adjacent parking spaces dated May 6, 2010. 

 

 

 

 

Schedule 10.18

Intellectual Property

 

Trademarks

 

Registered Owner

Mark

Registration Number

Date of Registration

TEMPTRONIC CORPORATION

TEMPTRONIC

3748381

Feb. 16, 2010

TEMPTRONIC CORPORATION

THERMONICS

4278707

Jan. 22, 2013

TEMPTRONIC CORPORATION

spotlogo.jpg

1094282

Jun. 27, 1978

TEMPTRONIC CORPORATION

THERMOJOGGER

1433671

Mar. 24, 1987

TEMPTRONIC CORPORATION

THERMO CHUCK

1197134

Jun. 8, 1982

TEMPTRONIC CORPORATION

THERMO STREAM

1085339

Feb. 14, 1984

TEMPTRONIC CORPORATION

THERMO SPOT

5261537

Aug. 5, 2017

inTEST Corporation

INTEST

2503999

Nov. 6, 2001

inTEST Corporation

inTEST

1268558

Feb. 28, 1984

inTEST Corporation

in2

1255204

Oct. 25, 1983

inTEST Corporation

CENTAUR

3657110

Jul. 21, 2009

inTEST Corporation

TRANSPAR

3635236

Jun. 9, 2009

Ambrell

EXPERIENCE THE EXCELLENCE

5101636

Dec. 13, 2016

Ambrell

EVIEW

4922677

Mar. 22, 2016

Ambrell

EKOHEAT

4751860

Jun. 9, 2015

 

 

 

Registered Owner Mark Registration Number Date of Registration

Ambrell

EASYCOIL

4746013

Jun. 2, 2015

Ambrell

AMBRELL

4623638

Oct. 21, 2014

Ambrell

AMBRELL

3317193

Oct. 23, 2007

Ambrell

EKOHEAT

3526330

Nov. 4, 2008

Ambrell

AMERITHERM

2299340

Dec. 14, 1999

Ambrell

amblogo.jpg

2301415

Dec. 21, 1999

Videology

vidlogo.jpg

85018528

 

Videology

netlogo.jpg

78865148

 

 

 

Trademark Country App. # Reg # 

Filing

Date

Reg.

Date

           
ACCULOGIC Canada 1,430,624 TMA771,692 2009/3/11 2010/07/12
ACCULOGIC U.S. 77/779941 4,065,067 2009/7/13 2011/12/6
scorplogo.jpg
Germany 300228058 30022805 2000/3/23  2000/7/31

 

 

 

Trademark Applications - None.

 

Patents

 

Registered Owner

Patent Name

Registration Number

Date of Registration

inTEST Corporation

Method and apparatus for docking a test head with a peripheral

9,897,628

18-Sep-14

inTEST Corporation

Test head manipulator

9,557,371

6-May-08

inTEST Corporation

Test head manipulator

9,347,804

23-Feb-07

inTEST Corporation

Test head positioner system

9,134,387

17-Mar-08

inTEST Corporation

Positioner system and method of positioning

8.981,807

27-Jul-10

inTEST Corporation

Cradle and cable handler for a test head manipulator

8,763,962

17-Mar-08

inTEST Corporation

Test head docking system and method with sliding linkage

8,760,182

14-Jul-08

inTEST Corporation

Test head vertical support system

8,700,218

29-Dec-06

inTEST Corporation

Test head manipulator

8,618,822

23-Feb-07

inTEST Corporation

Wrist joint for positioning a test head

8,444,107

28-Jan-03

inTEST Corporation

Test head positioning system and method

8,350,584

29-Dec-06

inTEST Corporation

Test head positioner system

8,212,578

17-Mar-08

inTEST Corporation

Test head positioning system

8,141,834

10-Aug-06

inTEST Corporation

Test head positioning system and method

8,035,406

31-Mar-03

inTEST Corporation

Safety mechanism for materials handling system

7,845,607

18-Feb-03

inTEST Corporation

Modular interface

7,834,718

13-Dec-04

inTEST Corporation

Test head positioning system and method

7,728,579

31-Mar-03

inTEST Corporation

Modular interface

7,605,583

13-Jul-04

inTEST Corporation

Modular interface

7,605,582

13-Jul-04

inTEST Corporation

Computer cabinet

D585,662

20-Sep-07

inTEST Corporation

Test head docking system and method

7,466,122

16-Jul-01

inTEST Corporation

Apparatus and method for balancing and for providing a compliant range to a test head

7,340,972

22-Sep-00

inTEST Corporation

Modular interface

7,301,326

13-Jul-04

inTEST Corporation

Signal module

D554,594

22-Nov-06

inTEST Corporation

Signal module

D554,593

22-Nov-06

inTEST Corporation

Test head positioning system and method

7,235,964

31-Mar-03

inTEST Corporation

Signal module

D535,260

13-Jul-04

 

 

 

Registered Owner Patent Name Registration Number Date of Registration
inTEST Corporation Signal module D528,989 13-Jul-04

inTEST Corporation

Test head docking system and method

7,109,733

16-Jul-01

inTEST Corporation

Apparatus and method for balancing and for providing a compliant range to a test head

7,084,358

20-Sep-01

inTEST Corporation

Side supports with adjustable center of gravity

6,975,105

20-Sep-00

TEMPTRONIC CORPORATION

Apparatus for attachment of accessories to processing equipment

10,578,237

12-Aug-16

TEMPTRONIC CORPORATION

Temperature-controlled enclosures and temperature control system using the same

10,060,668

13-Mar-07

TEMPTRONIC CORPORATION

Temperature system having an impurity filter

9,335,080

17-Oct-11

TEMPTRONIC CORPORATION

Environmental test system and method eith in-situ temperature sensing of device under test (DUT)

8,602,641

2-May-13

TEMPTRONIC CORPORATION

Temperature-controlled enclosures and temperature control system using the same

8,408,020

13-Mar-07

TEMPTRONIC CORPORATION

Temperature-controlled enclosures and temperature control system using the same

7,629,533

13-Mar-07

TEMPTRONIC CORPORATION

High-flow cold air chiller (THERMONICS)

7,603,871

29-Jun-06

TEMPTRONIC CORPORATION

Method and apparatus for latent temperature control for a device under test (SIGMA)

7,483,769

30-Jan-06

TEMPTRONIC CORPORATION

Method and apparatus for latent temperature control for a device under test (SIGMA)

6,993,418

2-Aug-02

TEMPTRONIC CORPORATION

Workpiece chuck with temperature control assemble having spacers between layers providing clearance for thermoelectric modules

6,886,347

10-Jul-03

TEMPTRONIC CORPORATION

Workpiece chuck with temperature control assemble having spacers between layers providing clearance for thermoelectric modules

6,745,575

11-Jul-02

TEMPTRONIC CORPORATION

Apparatus and method for controlling temperature in a device under test using integrated temperature sensing diode

6,552,561

20-Apr-01

 

 

 

Registered Owner Patent Name Registration Number Date of Registration

TEMPTRONIC CORPORATION

Apparatus and method for controlling temperature in a wafer using integrated temperature sensing diode

6,545,494

10-Jul-00

Ambrell Corp

Food heater

10,206,250

20-Apr-06

Ambrell Corp

Induction heating system

9,554,423

25-Oct-12

Ambrell Corp

Dynamic power balancing among multiple induction heater power units

9,439,246

15-Mar-13

Ambrell Corp

Power system component protection system for use with an induction heating system

9,167,631

25-Aug-06

Ambrell Corp

Food heater

9,000,335

21-Apr-06

Ambrell Corp

Induction heating systems and methods for producing an object having a varying hardness along the length of the object

8,803,047

14-Jun-12

Ambrell Corp

Portable food heater

8,481,893

28-Aug-06

Ambrell Corp

Power switching system to increase induction heating to a load from available AC mains power

8,331,115

15-Nov-07

Ambrell Corp

Automatic frequency compensation for pulse width modulated RF level control

8,283,985

25-Aug-06

Ambrell Corp

Constant phase angle control for frequency agile power switching systems

8,269,532

10-Aug-06

Ambrell Corp

High voltage full bridge circuit and method for operating the same

7,995,362

15-Jun-06

Ambrell Corp

Constant phase angle control for frequency agile power switching systems

7,906,997

10-Aug-06

Ambrell Corp

Radio frequency (RF) induction cooking food heater

7,829,827

21-Apr-06

Ambrell Corp

Portable food heater

7,804,045

28-Aug-06

Ambrell Corp

Power switching system to increase induction heating to a load from available AC mains power

7,787,268

15-Nov-07

Ambrell Corp

Automatic frequency compensation for pulse width modulated RF level control

7,626,463

25-Aug-06

Ambrell Corp, BASF Corp

Fast-drying, radiofrequency-activatable inkjet inks and methods and systems for their use

7,520,600

1-Nov-04

 

 

 

Registered Owner Patent Name Registration Number Date of Registration

Ambrell Corp

Constant phase angle control for frequency agile power switching systems

7,551,011

10-Aug-06

Ambrell Corp

High voltage full bridge circuit and method for operating the same

7,489,530

15-Jun-05

Ambrell Corp

Electrode apparatus for stray field radio frequency heating

6,995,345

18-Mar-02

Ambrell Corp

Induction furnace for heating a workpiece in an inert atmosphere or vacuum

6,861,629

9-May-02

 

 

 

Registered owner of Acculogic Active and Expired Patents—Acculogic Inc.

 

 

chart1.jpg

 

 

 

 

Patent Applications

 

Registered Owner

Patent Name

Application Number

Filing Date

TEMPTRONIC CORPORATION

Temperature forcing system and method with conductive thermal probes

15/437861

21-Feb-17

TEMPTRONIC CORPORATION

System and method for device under test cooling using digital scroll compressor

15/947415

6-Apr-18

TEMPTRONIC CORPORATION

Apparatus and method for controlling temperature at multiple test sites

16/692334

22-Nov-19

 

 

Copyrights and Copyright Applications - None.

 

Material IP Licenses - None.

 

 

 

 

Schedule 10.20

Affiliate Transactions

 

None

 

 

 

 

Schedule 10.21(b)

Licenses

 

ITAR Registration – The iTS (inTEST Thermal Solutions) business unit has this registration because it sells certain products to customers in the defense/aerospace industries.

 

 

 

 

Schedule 10.21(c)

Operating Agreements

 

None.

 

 

 

 

Schedule 10.21(d)

Addresses

 

Entity

Locations

inTEST Corporation

Chief Executive Office

804 East Gate Drive Suite 200, Mount Laurel, NJ 08054

Other Places of Business 

41 Hampden Rd, Mansfield, MA 02048

Books / Inventory and Equipment

804 East Gate Drive, Mount Laurel, NJ 08054

Ambrell Corporation

Chief Executive Office

1655 Lyell Avenue, Rochester, New York 14606

Other Places of Business / Books / Inventory and Equipment

804 East Gate Drive, Mount Laurel, NJ 08054

Other Location Where Books Are Held
1655 Lyell Avenue, Rochester, New York 14606

Previous Address (No Longer Used)
39 Main Street, Scottsville, NY 14546

inTEST Silicon Valley Corporation

Chief Executive Office

47777 Warm Springs Boulevard, Fremont, California 94539

Other Places of Business / Books / Inventory and Equipment

804 East Gate Drive, Mount Laurel, NJ 08054

Other Location Where Books Are Held
47777 Warm Springs Boulevard, Fremont, California 94539

TEMPTRONIC CORPORATION

Chief Executive Office

41 Hampden Rd, Mansfield, MA 02048

Other Places of Business / Books / Inventory and Equipment

804 East Gate Drive, Mount Laurel, NJ 08054

Other Location Where Books Are Held
41 Hampden Rd, Mansfield, MA 02048

inTEST EMS, LLC

Chief Executive Office

804 East Gate Drive Suite 200, Mount Laurel, NJ 08054

Other Places of Business / Books / Inventory and Equipment

804 East Gate Drive, Mount Laurel, NJ 08054

Videology Imaging Corporation

37M Lark Industrial Parkway, Greenville, Rhode Island 02828

Acculogic Inc.

Chief Executive Office

40 King Street West, 2100, Toronto, Ontario, Canada, M5H 3C2

Other Places of Business / Books / Inventory and Equipment

175 Riviera Drive Markham, Ontario

Acculogic Ltd.

Chief Executive Office

804 East Gate Drive Suite 200, Mount Laurel, NJ 08054

Other Places of Business / Books / Inventory and Equipment

6475 Sycamore Court North, Maple Grove, MN, 55360

 

 

 

 

Schedule 10.21(e)

Leases

 

Lease Description

Landlord

Locations

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

Exeter 804 East Gate 2018 LLC

Exeter Property Group

101 West Elm Street, Suite 600

Conshohocken, PA 19428

804 East Gate Drive Suite 200

Mount Laurel, NJ 08054

Second Amendment to Lease between James Campbell Company, LLC and TEMPTRONIC CORPORATION dated April 8, 2019

James Campbell Company, LLC

425 California Street Suite 500

San Francisco, CA 94104-2112

41 Hampden Rd

Mansfield, MA 02048

Lease Agreement between Maguire Family Properties, Inc. and Ambrell Corporation dated December 19, 2017

Maguire Family Properties Inc.

770 Rock Beach Road

Rochester, NY 14617

1655 Lyell Avenue

Rochester, New York 14606

Second Amendment to Standard Lease Agreement, dated January 23, 2020, by and between inTEST Silicon Valley Corporation and Fremont Business Center, LLC

Fremont Business Center LLC

c/o CIP Real Restate

19762 MacArthur Blvd., Suite 300

Irvine, California 92612-2498

47777 Warm Springs Boulevard

Fremont, California 94539

Lease between Taheri Properties Inc. and Acculogic Inc. dated December 21, 2021.

Taheri Properties Inc.

75 Riviera Drive Markham, Ontario.

Lease between Spinnaker Properties Inc. and Acculogic Ltd. dated December 21, 2021.

Spinnaker Properties Inc.

6475 Sycamore Court North, Maple Grove, MN, 55369

 

 

 

 

Schedule 10.24

Subordinated Indebtedness

 

None.

 

 

 

 

Schedule 12.1

Existing Indebtedness

 

None.

 

 

 

 

Schedule 12.2

Loans

 

None.

 

 

 

 

Schedule 12.3

Permitted Investments

 

Schedule 10.3 is hereby incorporated by reference.

 

 

 

 

Schedule 12.7

Liens

 

None.