Exhibit 10.4


 


SENIOR SECURED REVOLVING CREDIT FACILITY
AGREEMENT


 


IN THE MAXIMUM AMOUNT OF US$15,000,000


 


BY AND AMONG


 


TARSIER LTD. 

as Borrower,


 


TARSIER SYSTEMS, LTD.,

as Joint and Several Guarantor,


 


AND


 


TCA GLOBAL CREDIT MASTER FUND, LP,

as Lender


 


Effective as of January 29, 2016


 




     


     


    

 


SENIOR SECURED REVOLVING CREDIT FACILITY
AGREEMENT


 


This SENIOR SECURED
REVOLVING CREDIT FACILITY AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”),
dated effective as of January 29, 2016 (the “Effective Date”), is executed by and among: (i) TARSIER
LTD., a corporation incorporated under the laws of the State of Delaware (the “Borrower”); (ii) TARSIER
SYSTEMS LTD., a corporation incorporated under the laws of the State of New York (the “Corporate Guarantor”);
(iii) any Person to hereafter become a Subsidiary of the Borrower pursuant to Section 3.21 hereof, and any Person that from
time to time may hereafter become liable for the Obligations, or any part thereof, as joint and several guarantors (the “Additional
Guarantors”)(the Corporate Guarantor and the Additional Guarantors together, jointly and severally, the “Guarantors,”
and together with the Borrower, the “Credit Parties”); and (iv) TCA GLOBAL CREDIT MASTER FUND, LP,
a limited partnership organized and existing under the laws of the Cayman Islands, as lender (the “Lender”).


 


WHEREAS, Borrower has
requested that Lender extend a senior secured revolving credit facility to Borrower of up to Fifteen Million and No/100 United
States Dollars (US$15,000,000.00) for working capital financing for Borrower and for any other purposes permitted hereunder; and
for these purposes, Lender is willing to make certain loans and extensions of credit available to Borrower of up to such amount
and upon the terms and conditions set forth herein; and


 


WHEREAS, as a material
inducement for Lender to make loans and extensions of credit to Borrower pursuant to the terms and conditions set forth herein:
(i) the Corporate Guarantor has, inter alia, agreed to execute a Guaranty Agreement in favor of Lender, whereby the Corporate Guarantor
shall jointly and severally guarantee any and all of the Borrower’s Obligations owed under this Agreement and under any other
Loan Documents; (ii) the Borrower and Corporate Guarantor have, inter alia, agreed to execute Security Agreements in favor of Lender,
whereby each of the Borrower and Corporate Guarantor shall grant to the Lender a first priority security interest in and lien upon
all of its existing and after-acquired tangible and intangible assets, as security for the payment and performance of any and all
Obligations owed under this Agreement and under any other Loan Documents; and (iii) the Borrower has agreed to execute a Pledge
Agreement in favor of Lender, whereby the Borrower shall pledge to the Lender all of its right, title and interest in and to, and
provide a first priority lien and security interest on, all of its issued and outstanding shares and/or membership interests of
the Corporate Guarantor, as applicable, as security for the payment and performance of any and all Obligations owed under this
Agreement and under any other Loan Documents;


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the
parties hereto agree as follows:


 




    	 	1	 



     


    

 


		1.	DEFINITIONS.



 


1.1          Defined
Terms. For the purposes of this Agreement, the following capitalized words and phrases shall have the meanings set forth below.


 


(a)          “Access
Details” shall have the meaning given to it in Section 2.1(e)(i)(3) hereof.


 


(b)          “Account”
shall mean, individually, and “Accounts” shall mean, collectively, any and all accounts (as such term
is defined in the UCC) of any Credit Party.


 


(c)          “Advance
Calculation Amount” shall mean an amount, expressed in Dollars, determined by Lender from time to time, and calculated
as follows: (i) the average monthly Receipts collected into the Lock Box Account for the three (3) calendar months immediately
prior to when the calculation is made by Lender, or for the entire life of the Loans, as determined by Lender in its sole discretion
(such amount hereinafter called the “AMC Amount”); (ii) then the AMC Amount shall be multiplied by twenty
percent (20%) (such resulting amount hereinafter called the “Collected Amount”); and (iii) the Collected
Amount shall then be multiplied by eight (8), and the result shall be the Advance Calculation Amount.


 


(d)          “Advisory
Fee” shall have the meaning given to it in Section 2.2(f) hereof.


 


(e)          “Advisory
Fee Shares” shall have the meaning given to it in Section 2.2(f) hereof.


 


(f)          “Affiliate”
(a) of Lender shall mean: (i) any entity which, directly or indirectly, Controls or is Controlled By or is under common Control
with Lender; and (ii) any entity administered or managed by Lender, or an Affiliate or investment advisor thereof and which is
engaged in making, purchasing, holding or otherwise investing in commercial loans; and (b) of any Credit Party shall mean any entity
which, directly or indirectly, Controls or is Controlled By or is under common Control with any Credit Party.


 


(g)          “Agreement”
shall mean this Senior Secured Revolving Credit Facility Agreement by and among the Credit Parties and the Lender.


 


(h)          “Asset
Monitoring Fee” shall have the meaning given to it in Section 2.2(a) hereof.


 


(i)          “Borrower”
shall have the meaning given to such term in the preamble hereof.


 


(j)          “Borrowing
Base Amount” shall mean an amount, expressed in Dollars, equal the lesser of: (i) eighty percent (80%) of the then
existing Eligible Accounts; or (ii) the Advance Calculation Amount.


 


(k)          “Borrowing
Base Certificate” shall mean a certificate delivered by Lender to Borrower from time to time in a form acceptable
to Lender, pursuant to which the formula and calculation of the Borrowing Base Amount is made by Lender.


 




    	 	2	 



     


    

 


(l)          “Business
Day” shall mean any day other than a Saturday, Sunday or a legal holiday on which banks are authorized or required
to be closed for the conduct of commercial banking business in the State of Nevada.


 


(m)          “BSA”
shall have the meaning given to it in Section 14.22 hereof. 


 


(n)          “Capital
Expenditures” shall mean expenditures (including Capital Lease obligations which should be capitalized under GAAP)
for the acquisition of fixed assets which are required to be capitalized under GAAP.


 


(o)          “Capital
Lease” shall mean, as to any Person, a lease of any interest in any kind of property or asset, whether real, personal
or mixed, or tangible or intangible, by such Person as lessee that is, or should be, in accordance with Financial Accounting Standards
Board Statement No. 13, as amended from time to time, or, if such Statement is not then in effect, such statement of GAAP as may
be applicable, recorded as a “capital lease” on the balance sheets of any Credit Party prepared in accordance with
GAAP.


 


(p)          “Change
in Control” shall mean any sale, conveyance, assignment or other transfer, directly or indirectly, of any ownership
interest of any Credit Party, which results in any change in the identity of the individuals or entities in Control of such Credit
Party as of the Effective Date or the grant of a security interest in any ownership interest of any Person, directly or indirectly
Controlling the Credit Parties, which could result in a change in the identity of the individuals or entities in Control of such
Credit Party as of the Effective Date.


 


(q)          “Collateral” shall mean “Collateral” as defined in the Security Agreements, and if there
is more than one Security Agreement, it shall mean, as the context so requires, the “Collateral” for each individual
Credit Party, as such term is defined in the Security Agreement for such applicable Credit Party, and all of the “Collateral,”
in the aggregate, for all Credit Parties, collectively, under each of the Security Agreements.


 


(r)          “Common
Stock” shall mean the common stock of the Borrower, par value $0.001 per share.


 


(s)          “Compliance
Certificate” shall mean the covenant compliance certificate, the form of which is attached hereto as Exhibit
“A”.


 


(t)          “Contingent
Liability” and “Contingent Liabilities” shall mean, respectively, each obligation and liability
of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking
or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by
direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest
in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any
other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation,
any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment
of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether
contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any
other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge
of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital
contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of
any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to
purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness
or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance
of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees
otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation
set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness,
obligation or other liability guaranteed or supported thereby.


 




    	 	3	 



     


    

 


(u)          “Control,”
“Controlling,” “Controlled By,” or words of similar import shall mean the possession,
directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person by contract,
voting of securities, or otherwise.


 


(v)          “Conversion
Shares” shall have the meaning given to it in Section 2.2(g) hereof.


 


(w)         “Credit
Card Date” shall have the meaning given to it in Section 2.1(e) hereof.


 


(x)          “Credit
Party(ies)” shall have the meaning given to such term in the preamble hereof.


 


(y)          “Credit
Party Leases” shall have the meaning given to it in Section 7.18 hereof.


 


(z)          “Customer”
shall mean any Person who is obligated to any Credit Party for any Receipts.


 


(aa)         “Default
Rate” shall mean a per annum rate of interest equal to the highest non-usurious rate permitted by applicable law,
and if there is no such rate under applicable law, then twenty-five percent (25%) per annum.


 


(bb)         “Dollars”
or “$” means lawful currency of the United States of America.


 


(cc)         “Effective
Date” shall have the meaning given to it in the preamble hereof.


 


(dd)         “Eligible
Accounts” means, as applicable for each Credit Party:


 




    	 	4	 



     


    

 


(A)         all
sales of the Credit Parties arising from Point-of-Sale Transactions which meet each of the criteria set forth below (any sale that
fails to meet the criteria below can still be deemed an Eligible Account, in Lender’s sole discretion):


 


(i)          are
genuine in all respects and have arisen in the Credit Parties’ Ordinary Course of Business from the sale of goods or performance
of services by Credit Parties, which delivery of goods has occurred or performance of services have been fully performed;


 


(ii)         payment
for the sale has been made in full by the Customer at the time of the sale, and such sale is not subject to any chargeback, credit,
setoff, allowance, adjustment, repurchase or return agreement or obligation of any kind;


 


(iii)        the
Customer on the sale is not a Subsidiary or a director, officer, employee, agent, parent or Affiliate of any Credit Party; and


 


(iv)        the
Receipts from the sale are subject to a perfected, first priority Lien in favor of Lender and not subject to any Lien whatsoever,
other than the Lien of Lender and except for Permitted Liens.


 


(B)         all
Accounts of the Credit Parties which meet each of the criteria set forth below (an Account that fails to meet the criteria below
can still be deemed an Eligible Account, in Lender’s sole discretion):


 


(i)          are
genuine in all respects and have arisen in the Credit Parties’ Ordinary Course of Business from the sale of goods or performance
of services by Credit Parties, which delivery of goods has occurred or performance of services have been fully performed;


 


(ii)         are
evidenced by an invoice delivered to the Customer obligated under such Account, are due and payable within thirty (30) days after
the date of the invoice, and are not more than ninety (90) days outstanding past the invoice date;


 


(iii)        do
not arise from a “sale on approval”, “sale or return”, “consignment”, “guaranteed sale”
or “bill and hold”, or are subject to any other repurchase or return agreement;


 


(iv)        have
not arisen in connection with a sale to a Customer obligated under such Account who is not a resident or citizen of, or an entity
organized in, and is principally located within, the United States of America;


 


(v)         are
not due from a Customer obligated under such Account which is a Subsidiary or a director, officer, employee, agent, parent or Affiliate
of any Credit Party;


 


(vi)        do
not arise out of contracts with the United States or any Governmental Authority thereof, unless the a Credit Party has assigned
its right to payment of such Account to Lender pursuant to the Federal Assignment of Claims Act of 1940 (or analogous statute),
and evidence (satisfactory to Lender) of such assignment has been delivered to Lender;


 




    	 	5	 



     


    

 


(vii)       do
not arise in connection with a sale to a Customer obligated under such Account who is located within a state or jurisdiction which
requires any Credit Party, as a precondition to commencing or maintaining an action in the courts of that state or jurisdiction,
either to: (A) receive a certificate of authority to do business and be in good standing in such state or jurisdiction; or (B)
file a notice of business activities or similar report with such state’s or jurisdiction’s taxing authority, unless:
(I) the applicable Credit Party has taken one of the actions described in clauses (A) or (B); (II) the failure to take one of the
actions described in either clause (A) or (B) may be cured retroactively by the applicable Credit Party at its election; or (III)
the applicable Credit Party has proven to the satisfaction of Lender that it is exempt from any such requirements under such state’s
or jurisdiction’s laws;


 


(viii)      do
not arise out of a contract or order which, by its terms, forbids or makes void or unenforceable the assignment to Lender of the
Account arising with respect thereto and are not assignable to Lender for any other reason;


 


(ix)         are
the valid, legally enforceable and unconditional obligation of the Customer obligated under such Account, are not the subject of
any setoff, counterclaim, credit, allowance or adjustment by the Customer obligated under such Account, or of any claim by the
Customer obligated under such Account denying liability thereunder in whole or in part, and the Customer obligated under such Account
has not refused to accept and/or has not returned or offered to return any of the goods or services which are the subject of such
Account;


 


(x)          are
subject to a perfected, first priority Lien in favor of Lender and not subject to any Lien whatsoever, other than the Lien of Lender
and except for Permitted Liens;


 


(xi)         no
Proceedings are pending or threatened against the Customer obligated under such Account which might result in any material adverse
change in its financial condition or in its ability to pay any Account in full;


 


(xii)        if
the Account is evidenced by chattel paper or an instrument, the originals of such chattel paper or instrument shall have been endorsed
and/or assigned and delivered to Lender or, in the case of electronic chattel paper, shall be in the control of Lender, in each
case in a manner satisfactory to Lender; and


 


(xiii)       there
is no bankruptcy, insolvency or liquidation Proceeding pending by or against the Customer obligated under such Account, nor has
the Customer obligated under such Account gone out of or suspended business, made a general assignment for the benefit of creditors
or failed to pay its debts generally as they come due, and/or no condition or event has occurred having a Material Adverse Effect
on the Customer obligated under such Account which would require the Accounts of such Customer to be deemed uncollectible in accordance
with GAAP.


 


A sale or Account which
is an Eligible Account shall cease to be an Eligible Account whenever it ceases to meet any one of the foregoing requirements.
In addition, any sale or Account that otherwise meets each of the criteria above for an Eligible Account, may nonetheless be deemed
not to be an Eligible Account, or may be deemed as an Eligible Account for a discounted value, all in Lender’s sole
and absolute discretion.


 




    	 	6	 



     


    

 


If Accounts representing
Fifty Percent (50%) or more of the unpaid net amount of all Accounts from any one Customer fail to qualify as Eligible Accounts,
including because such Accounts are unpaid more than ninety (90) days after the due date of such Accounts, then all Accounts
relating to such Customer shall cease to be Eligible Accounts.  If Accounts owed by a single Customer exceed Fifty Percent
(50%) of all Eligible Accounts, then all Accounts relating to such Customer in excess of such amount shall cease to be Eligible
Accounts.


 


(ee)         “Employee
Plan” includes any pension, stock bonus, employee stock ownership plan, retirement, disability, medical, dental or
other health plan, life insurance or other death benefit plan, profit sharing, deferred compensation, stock option, bonus or other
incentive plan, vacation benefit plan, severance plan or other employee benefit plan or arrangement, including, without limitation,
those pension, profit-sharing and retirement plans of the Credit Parties described from time to time in the consolidated financial
statements of the Credit Parties and any pension plan, welfare plan, Defined Benefit Pension Plans (as defined in ERISA) or any
multi-employer plan, maintained or administered by the Credit Parties or to which is the Credit Parties are a party or may have
any liability or by which the Credit Parties are bound.


 


(ff)         “Environmental
Laws” shall mean all federal, state, district, local and foreign laws, rules, regulations, ordinances, and consent
decrees relating to health, safety, hazardous substances, pollution and environmental matters, as now or at any time hereafter
in effect, applicable to the Credit Parties’ business or facilities owned or operated by the Credit Parties, including laws
relating to emissions, discharges, releases or threatened releases of pollutants, contamination, chemicals, or hazardous, toxic
or dangerous substances, materials or wastes in the environment (including ambient air, surface water, land surface or subsurface
strata) or otherwise relating to the generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials.


 


(gg)         “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


(hh)         “Estimated
Over-advance Payment” shall have the meaning given to it in Section 2.1(d)(i) hereof.


 


(ii)         “Event
of Default” shall mean any of the events or conditions set forth in Section 12 hereof.


 


(jj)         “Financial
Statements” shall have the meaning given to it in Section 7.10 hereof.


 




    	 	7	 



     


    

 


(kk)         “Funded
Indebtedness” shall mean, as to any Person, without duplication: (i) all indebtedness for borrowed money of such
Person (including principal, interest and, if not paid when due, fees and charges), whether or not evidenced by bonds, debentures,
notes or similar instruments; (ii) all obligations to pay the deferred purchase price of property or services; (iii) all obligations,
contingent or otherwise, with respect to the maximum face amount of all letters of credit (whether or not drawn), bankers’
acceptances and similar obligations issued for the account of such Person (including the Letters of Credit), and all unpaid drawings
in respect of such letters of credit, bankers’ acceptances and similar obligations; and (iv) all indebtedness secured by
any Lien on any property owned by such Person, whether or not such indebtedness has been assumed by such Person (provided,
however, if such Person has not assumed or otherwise become liable in respect of such indebtedness, such indebtedness shall
be deemed to be in an amount equal to the fair market value of the property subject to such Lien at the time of determination).
Notwithstanding the foregoing, Funded Indebtedness shall not include trade payables and accrued expenses incurred by such Person
in accordance with customary practices and in the Ordinary Course of Business of such Person.


 


(ll)         “GAAP”
shall mean United States generally accepted accounting principles 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
U.S. accounting profession), which are applicable to the circumstances as of the date of determination; provided, however,
that interim financial statements or reports shall be deemed in compliance with GAAP despite the absence of footnotes and fiscal
year-end adjustments as required by GAAP.


 


(mm)     “Governmental
Authority” means any foreign, federal, state or local government, or any political subdivision thereof, or any court,
agency or other body, organization, group, stock market or exchange exercising any executive, legislative, judicial, quasi-judicial,
regulatory or administrative function of government.


 


(nn)       “Guarantors”
shall have the meaning given to it in the preamble hereof. With respect to any Individual Guarantor, the term “Individual
Guarantor” shall also include such individual’s spouse, if any.


 


(oo) 
    “Guarantee Agreement(s)” shall mean the guaranty agreements
executed by each Guarantor in favor of the Lender, pursuant to which the Guarantors shall each guarantee all of the
Obligations of the Borrower, the form of which is attached hereto as Exhibit “B”.


 


(pp)      “Hazardous Materials” shall mean any hazardous, toxic or dangerous substance, materials
and wastes, including hydrocarbons (including naturally occurring or man-made petroleum and hydrocarbons), flammable
explosives, asbestos, urea formaldehyde insulation, radioactive materials, biological substances, polychlorinated biphenyls,
pesticides, herbicides and any other kind and/or type of pollutants or contaminants (including, without limitation, materials
which include hazardous constituents), sewage, sludge, industrial slag, solvents and/or any other similar substances,
materials or wastes that are or become regulated under any Environmental Law (including any that are or become classified as
hazardous or toxic under any Environmental Law).


 


(qq)       “Income
Projections” shall have the meaning given to it in Section 10.8 hereof.


 




    	 	8	 



     


    

 


(rr)        “Insurance
Policies” shall have the meaning given to it in Section 7.23 hereof.


 


(ss)       “Interest
Rate” shall mean a fixed rate of interest equal to Eleven Percent (11.0%) per annum, calculated on the actual number
of days elapsed over a 360-day year.


 


(tt)        “IP
Rights” shall have the meaning given to it in Section 7.21 hereof.


 


(uu)      “Irrevocable
Transfer Agent Instructions” shall mean the Irrevocable Transfer Agent Instructions to be entered into by and among
the Lender, the Borrower and the Borrower’s transfer agent, the form of which is attached hereto as Exhibit “C”.


 


(vv)       “Lender”
shall have the meaning given to it in the preamble hereof.


 


(ww)     “Lender
Indemnitee(s)” shall have the meaning given to it in Section 14.19 hereof.


 


(xx)        “License
Agreements” shall have the meaning given to it in Section 7.21 hereof.


 


(yy)       “Lien”
shall mean, with respect to any Person, any mortgage, pledge, hypothecation, judgment lien or similar legal process, title retention
lien, or other lien, security interest or encumbrance of any nature or kind granted by such Person or arising by judicial process
or otherwise, including the interest of a vendor under any conditional sale or other title retention agreement and the interest
of a lessor under a lease of any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible,
by such Person as lessee that is, or should be, a Capital Lease on the balance sheet of such Person prepared in accordance with
GAAP.


 


(zz)        “Loan”
or “Loans” shall mean the aggregate of all Revolving Loans made by Lender to Borrower under and pursuant
to this Agreement.


 


(aaa)     “Loan
Documents” shall mean those documents listed in Sections 3.1, 3.2 and 3.3 hereof, and any other documents
or instruments executed in connection with this Agreement or the Revolving Loans contemplated hereby, and all renewals, extensions,
future advances, modifications, substitutions, or replacements thereof.


 


(bbb)    “Lock
Box” shall have the meaning given to it in Section 2.1(e) hereof.


 


(ccc)     “Lock
Box Account” shall have the meaning given to it in Section 2.1(e) hereof.


 


(ddd)    “Lock
Box Payments” shall have the meaning given to it in Section 2.1(e) hereof.


 


(eee)     “Mandatory
Principal Repayment Amount” shall have the meaning given to it in Section 2.1(d) hereof.


 




    	 	9	 



     


    

 


(fff)       “Material
Adverse Effect” shall mean: (i) a material adverse change in, or a material adverse effect upon, the assets, business,
prospects, properties, financial condition or results of operations of any Credit Party; (ii) a material impairment of the ability
of any Credit Party to perform any of its Obligations under any of the Loan Documents; or (iii) a material adverse effect on: (A)
any material portion of the Collateral; (B) the legality, validity, binding effect or enforceability against any Credit Party of
any of the Loan Documents; (C) the perfection or priority (subject to Permitted Liens) of any Lien granted to Lender under any
Loan Document; (D) the rights or remedies of Lender under any Loan Document; or (E) the Lender’s ability to sell, without
limitation or restriction, if applicable, any Advisory Fee Shares hereunder or any shares issued to the Lender upon a conversion
pursuant to the Revolving Note. For purposes of determining whether any of the foregoing changes, effects, impairments, or other
events have occurred, such determination shall be made by Lender, in its sole and absolute discretion.


 


(ggg)     “Material
Contract” shall mean any contract or agreement to which any Credit Party is a party or by which any Credit Party
or any of its assets are bound and which: (i) must be disclosed to the SEC, the Principal Trading Market, or any other Governmental
Authority pursuant to the Securities Act, the Exchange Act, the rules and regulations of the SEC, or any other laws, rules or regulations
of any Governmental Authority or the Principal Trading Market; (ii) involves aggregate payments of Twenty-Five Thousand and No/100
United States Dollars (US$25,000.00) or more to or from any Credit Party; (iii) involves delivery, purchase, licensing or provision,
by or to any Credit Party, of any goods, services, assets or other items having a value (or potential value) over the term of such
contract or agreement of Twenty-Five Thousand and No/100 United States Dollars (US$25,000.00) or more or is otherwise material
to the conduct of the Credit Party’s business as now conducted and as contemplated to be conducted in the future; (iv) involves
a Credit Party Lease; (v) imposes any guaranty, surety or indemnification obligations on any Credit Party; or (vi) prohibits any
Credit Party from engaging in any business or competing anywhere in the world.


 


(hhh)     “Material
PPC” shall have the meaning given to it in Section 2.1(e)(i)(3).


 


(iii)        “Material
Shareholder” shall have the meaning given to it in Section 7.31 hereof.


 


(jjj)        “Net
Amount” shall have the meaning given to it in Section 2.1(e) hereof.


 


(kkk)     “Non-Material
PPC” shall have the meaning given to it in Section 2.1(e)(i)(3).


 


(lll)        “Obligations”
shall mean, whether now existing or hereafter arising, created or incurred: (i) all Revolving Loans, advances (whether of principal
or otherwise) and other financial accommodations (whether primary, contingent or otherwise) made by Lender to Borrower under any
Loan Documents; (ii) all interest accrued thereon (including interest which would be payable as post-petition in connection with
any bankruptcy or similar Proceeding, whether or not permitted as a claim thereunder); (iii) any and all fees, charges or other
amounts due to Lender under this Agreement or the other Loan Documents; (iv) any and all expenses incurred by Lender under, or
in connection with, this Agreement or the other Loan Documents; (v) any and all other liabilities and obligations of any of the
Credit Parties to Lender under this Agreement and any other Loan Documents; and (vi) the performance by the Credit Parties of all
covenants, agreements and obligations of every nature and kind on the part of any of the Credit Parties to be performed under this
Agreement and any other Loan Documents.


 




    	 	10	 



     


    

 


(mmm)    “OFAC”
shall have the meaning given to it in Section 14.22 hereof


 


(nnn)      “Ordinary
Course of Business” means the Ordinary Course of Business of the Person in question consistent with past custom and
practice (including with respect to quantity, quality and frequency).


 


(ooo)      “Over-advance”
shall have the meaning given to it in Section 2.1(d)(i) hereof.


 


(ppp)      “Payment
Date” shall have the meaning given to it in Section 2.1(c) hereof.


 


(qqq)      “Payment
Direction” shall have the meaning given to it in Section 2.1(e)(i)(3) hereof.


 


(rrr)         “Payment
Processing Companies” shall have the meaning given to it in Section 2.1(e)(i)(3) hereof.


 


(sss)       “Permitted
Liens” shall mean: (i) Liens for Taxes, assessments or other governmental charges not at the time delinquent
or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which
adequate reserves are maintained in accordance with GAAP and in respect of which no Lien has been filed; (ii) Liens of carriers,
warehousemen, mechanics and materialmen arising in the Ordinary Course of Business; (iii) Liens in the form of deposits or pledges
incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding
Liens arising under ERISA or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue
or being contested in good faith by appropriate Proceedings and not involving any advances or borrowed money or the deferred purchase
price of property or services, which do not in the aggregate materially detract from the value of the property or assets of the
Credit Parties taken as a whole or materially impair the use thereof in the operation of the Credit Parties’ business and,
in each case, for which adequate reserves are maintained in accordance with GAAP and in respect of which no Lien has been filed;
(iv) Liens described in the Financial Statements and acceptable to Lender in its sole and absolute discretion, and the replacement,
extension or renewal of any such Lien upon or in the same property subject thereto arising out of the extension, renewal or replacement
of the indebtedness secured thereby (without increase in the amount thereof and without expansion of such Liens upon any other
property); (v) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding Fifty Thousand and No/100
United States Dollars (US$50,000.00) arising in connection with court Proceedings, provided the execution or other enforcement
of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate
Proceedings, and only to the extent such judgments or awards do not otherwise constitute an Event of Default; (vi) zoning and similar
restrictions on the use of property and easements, rights of way, restrictions, minor defects or irregularities in title and other
similar Liens not interfering in any material respect with the ordinary conduct of the business of the Credit Parties; (vii) Liens
arising in connection with Capital Leases (and attaching only to the property being leased); (viii) Liens that constitute purchase
money security interests on any property securing indebtedness incurred for the purpose of financing all or any part of the cost
of acquiring such property, provided that any such Lien attaches to such property within sixty (60) days of the acquisition
thereof and attaches solely to the property so acquired; (ix) Liens granted to Lender hereunder and under the Loan Documents;
(x) any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or non-exclusive license permitted by
this Agreement; (xi) Liens arising from precautionary uniform commercial code financing statements filed under any lease permitted
by this Agreement; (xii) banker’s Liens and rights of set-off of financial institutions arising in connection with items
deposited in accounts maintained at such financial institutions and subsequently unpaid and unpaid fees and expenses that are charged
to the Credit Parties by such financial institutions in the Ordinary Course of Business of the maintenance and operation of such
accounts; and (xiii) Liens in favor of Hitachi Capital America Corp. encumbering assets previously owned by Demansys Energy, Inc.
and acquired by the Borrower, and represented by UCC-1 Financing Statement filed in the State of Connecticut under filing number
0003013152, and UCC-1 Financing Statement filed in the State of Delaware under filing number 2014 3463700 (collectively, the “Hitachi
UCC’s”); provided, however, such Liens under the Hitachi UCC’s shall cease to be Permitted Liens hereunder
if an Event of Default shall occur under and in accordance with Section 10.22 below.


 




    	 	11	 



     


    

 


(ttt)       “Permit”
means any license, permit, approval, waiver, order, authorization, right or privilege of any nature whatsoever, granted, issued,
approved or allowed by any Governmental Authority.


 


(uuu)    “Person”
shall mean any individual, partnership, limited liability company, limited liability partnership, corporation, trust, joint venture,
joint stock company, association, unincorporated organization, government or agency or political subdivision thereof, or other
entity.


 


(vvv)    “Pledge
Agreement(s)” shall mean the pledge agreements executed by the Borrower in favor of the Lender, pursuant to which
the Borrower grants a first priority lien and security interest in and to all of the shares or membership interests (as applicable)
owned by the Borrower in each of the Borrower’s Subsidiaries to the Lender, the form of which is attached hereto as Exhibit
“D”.


 


(www)  “Point-of-Sale
Transactions” means any sale transactions by any Credit Parties whereby the purchase price for the sale transaction
is paid in full by the Customer at the time of the sale transaction.


 


(xxx)      “Portals”
shall have the meaning given to it in Section 2.1(e)(i)(3) hereof.


 




    	 	12	 



     


    

 


(yyy)     
“Preferred Stock” shall have the meaning given to it in Section 7.4 hereof.


 


(zzz)        “Prepayment
Penalty” shall have the meaning given to it in Section 2.1(d)(ii) hereof.


 


(aaaa)     “Principal
Trading Market” shall mean the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market,
the OTCQX, the OTCQB, the OTC Pink, the NYSE Euronext or the New York Stock Exchange, whichever is at the time the principal trading
exchange or market for the Common Stock.


 


(bbbb)    “Proceeding”
means any demand, claim, suit, action, litigation, investigation, audit, study, arbitration, administrative hearing, or any other
proceeding of any nature whatsoever.


 


(cccc)     “Public
Documents” shall have the meaning given to it in Section 7.11 hereof.


 


(dddd)    “Real
Property” means any real estate, land, building, structure, improvement, fixture or other real property of any nature
whatsoever, including, but not limited to, fee and leasehold interests, any specifically including the real property listed on
Schedule 7.18.


 


(eeee)     “Receipts”
shall mean all revenues, receipts, receivables, Accounts, collections or any other funds at any time received or receivable by
the Credit Parties, or otherwise owing to the Credit Parties, in connection with its sales, business, operations or from any other
source.


 


(ffff)        “Receipts
Collection Fee” shall mean a surcharge charged by Lender to the Borrower on a monthly basis, and shall be in an amount
calculated by Lender such that, when added together with any monthly interest paid by Borrower hereunder, the aggregate amount
of the monthly interest and the monthly Receipts Collection Fee shall not exceed 1.5% of the then outstanding principal balance
of all Loans hereunder, per month.


 


(gggg)    “Reserve
Amount” shall mean an amount, expressed in Dollars, equal to twenty percent (20%) of: (i) the then applicable Revolving
Loan Commitment; less (ii) any portion of the Withheld Amount not yet disbursed to Borrower. The Reserve Amount, or any portion
thereof collected and held by Lender from time to time, whether in the Lock Box Account or otherwise, shall be deemed additional
security for all of the Obligations, and until Lender delivers written notice to the Credit Parties that such Reserve Amount has
been applied to any of the Obligations then outstanding, such Reserve Amount shall not be considered a repayment of any of the
Obligations (principal, interest, or otherwise), or otherwise applied against any portion thereof, and shall be considered part
of the outstanding Loans hereunder.


 


(hhhh)   “Revolving
Loan” and “Revolving Loans” shall mean, respectively, each advance, and the aggregate of
all such advances, made by Lender to Borrower under and pursuant to this Agreement or any other Loan Documents. Any Net Amount
distributed or transferred to Borrower in accordance with this Agreement shall be deemed a Revolving Loan hereunder.


 




    	 	13	 



     


    

 


(iiii)              “Revolving
Loan Availability” shall mean at any time, the lesser of: (i) the then applicable Revolving Loan Commitment; or (ii)
the Borrowing Base Amount.


 


(jjjj)              “Revolving
Loan Commitment” shall mean, on the Effective Date, Five Million and No/100 United States Dollars (US$5,000,000.00),
and in the event Borrower requests and Lender agrees to increase the Revolving Loan Commitment pursuant to Section 2.1(b),
thereafter, shall mean the amount to which Lender agrees to increase the Revolving Loan Commitment, up to Fifteen Million and No/100
United States Dollars (US$15,000,000.00), all as applicable pursuant to Section 2.1(b).


 


(kkkk)          “Revolving
Loan Maturity Date” shall mean the earlier of: (i) six (6) months from the Effective Date; (ii) upon prepayment
of the Revolving Note by Borrower (subject to Section 2.1(d)(ii)); or (iii) the occurrence of an Event of Default and acceleration
of the Revolving Note pursuant to this Agreement, unless the date in clause (i) shall be extended pursuant to Section 2.3
or by Lender pursuant to any modification, extension or renewal note executed by Borrower and accepted by Lender in its sole and
absolute discretion in substitution for the Revolving Note.


 


(llll)              “Revolving
Note” shall mean that certain Revolving Note in the principal amount of the Revolving Loan Commitment of even date
herewith made by Borrower in favor of Lender, the form of which is attached hereto as Exhibit “E”, and
any renewal, extension, future advance, modification, substitution, or replacement thereof.


 


(mmmm)      “Rule
144” shall mean Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto).


 


(nnnn)         “Rule
144 Certificate” shall have the meaning given to it in Section 10.20 hereof.


 


(oooo)         “Rule
144 Opinion” shall have the meaning given to it in Section 10.20 hereof.


 


(pppp)         “Sale
Reconciliation” shall have the meaning given to it in Section 2.2(g) hereof.


 


(qqqq)         “SEC”
shall mean the United States Securities and Exchange Commission.


 


(rrrr)             “Securities
Act” shall mean the Securities Act of 1933, as amended.


 


(ssss)          “Securities
Being Sold” shall have the meaning given to it in Section 10.20 hereof.


 




    	 	14	 



     


    

 


(tttt)            “Security
Agreement(s)” shall mean the security agreements executed by the Borrower and Corporate Guarantor in favor of Lender,
pursuant to which each of the Borrower and Corporate Guarantor grant a first priority lien and security interest in and to all
of their respective Collateral as security for the Obligations, the form of which is attached hereto as Exhibit “F-1”
and Exhibit “F-2”.


 


(uuuu)         “Series
Preferred Stock” shall mean the Borrower’s Series ____, convertible preferred stock, $0.001 par value per share.


 


(vvvv)         “Share
Reserve” shall have the meaning given to it in Section 10.21 hereof.


 


(wwww)      “Shell
Company” shall have the meaning given to it in Section 10.20 hereof.


 


(xxxx)          “Subsidiary”
and “Subsidiaries” shall mean, respectively, each and all such corporations, partnerships, limited partnerships,
limited liability companies, limited liability partnerships or other entities of which or in which a Person owns, directly or indirectly,
fifty percent (50%) or more of: (i) the combined voting power of all classes of stock having general voting power under ordinary
circumstances to elect a majority of the board of directors of such entity if a corporation; (ii) the management authority and
capital interest or profits interest of such entity, if a partnership, limited partnership, limited liability company, limited
liability partnership, joint venture or similar entity; or (iii) the beneficial interest of such entity, if a trust, association
or other unincorporated organization.


 


(yyyy)        “Sweep
Period” shall have the meaning given to it in Section 2.1(d)(i) hereof.


 


(zzzz)          “Transfer
Agent” shall have the meaning given to it in Section 2.2(g) hereof.


 


(aaaaa)        “UCC”
shall mean the Uniform Commercial Code in effect in Nevada from time to time.


 


(bbbbb)      “Use
of Proceeds Confirmation” shall have the meaning given to it in Section 9.8 hereof.


 


(ccccc)        “Validity
Certificates” shall mean the Validity Certificates executed by certain officers and directors of the Borrower, the
form of which is attached hereto as Exhibit “G”.


 


(ddddd)      “Valuation
Date” shall have the meaning given to it in Section 2.2(g) hereof.


 


(eeeee)        “VWAP”
shall have the meaning given to it in Section 2.2(g) hereof.


 




    	 	15	 



     


    

 


1.2           Accounting
Terms. Any accounting terms used in this Agreement which are not specifically defined herein shall have the meanings customarily
given them in accordance with GAAP. Calculations and determinations of financial and accounting terms used and not otherwise specifically
defined hereunder and the preparation of financial statements to be furnished to Lender pursuant hereto shall be made and prepared,
both as to classification of items and as to amount, in accordance with GAAP as used in the preparation of the financial statements
of Borrower on the date of this Agreement. If any changes in accounting principles or practices from those used in the preparation
of the financial statements are hereafter occasioned by the promulgation of rules, regulations, pronouncements and opinions by
or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successor
thereto or agencies with similar functions), which results in a material change in the method of accounting in the financial statements
required to be furnished to Lender hereunder or in the calculation of financial covenants, standards or terms contained in this
Agreement, the parties hereto agree to enter into good faith negotiations to amend such provisions so as equitably to reflect such
changes to the end that the criteria for evaluating the financial condition and performance of Borrower will be the same after
such changes as they were before such changes; and if the parties fail to agree on the amendment of such provisions, Borrower will
furnish financial statements in accordance with such changes but shall provide calculations for all financial covenants, perform
all financial covenants and otherwise observe all financial standards and terms in accordance with applicable accounting principles
and practices in effect immediately prior to such changes. Calculations with respect to financial covenants required to be stated
in accordance with applicable accounting principles and practices in effect immediately prior to such changes shall be reviewed
and certified by Borrower’s accountants.


 


1.3           Other
Terms Defined in UCC. All other words and phrases used herein and not otherwise specifically defined shall have the respective
meanings assigned to such terms in the UCC, as amended from time to time, to the extent the same are used or defined therein.


 


1.4           Other
Definitional Provisions; Construction. Whenever the context so requires, the neuter gender includes the masculine and feminine,
the single number includes the plural, and vice versa. In addition: (i) the words “hereof”, “herein” and
“hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not
to any particular provision of this Agreement, and references to Article, Section, Subsection, Annex, Schedule, Exhibit and like
references are references to this Agreement unless otherwise specified; (ii) wherever the word “include,” “includes”
or “including” is used in this Agreement, it will be deemed to be followed by the words “without limitation;”
(iii) an Event of Default shall “continue” or be “continuing” until such Event of Default has been cured
in Lender’s sole and absolute discretion, or waived by Lender in accordance with Section 14.3 hereof; (iv) any reference
to the Credit Parties shall mean and refer to all the Credit Parties, collectively, and to each Credit Party, individually, and
accordingly, each representation, warranty, covenant, obligation or other agreement, term or provision in this Agreement or any
other Loan Documents, to the extent applicable to the Credit Parties, shall be deemed to be applicable and effective as to all
Credit Parties, collectively, and to each Credit Party, individually, as the context may so require, regardless of the gender,
singular, plural, or other tense used in the applicable provision; (v) references in this Agreement to any party shall include
such party’s successors and permitted assigns; and (vi) references to any “Section” shall be a reference to such
Section of this Agreement unless otherwise stated. To the extent any of the provisions of the other Loan Documents are inconsistent
with the terms of this Agreement, the provisions of this Agreement shall govern.


 




    	 	16	 



     


    

 


		2.	REVOLVING LOAN FACILITY.



 


2.1           Revolving
Loan.


 


(a)          Revolving
Loan Commitment. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the
representations and warranties set forth herein and in the other Loan Documents, Lender agrees to make Revolving Loans to Borrower
from time to time, pursuant to the terms of this Agreement, until, but not including, the Revolving Loan Maturity Date, and in
such amounts as Lender may determine from time to time up to the Revolving Loan Availability (and subject at all times to the amounts
available to be borrowed in accordance with the Borrowing Base Certificate); provided, however, that the aggregate
principal balance of all Revolving Loans outstanding at any time shall not exceed the Revolving Loan Availability; and further
provided, however, that, notwithstanding anything contained in this Agreement or any other Loan Documents to the
contrary, each Revolving Loan under this Agreement (including any Net Amount to be distributed hereunder) shall be subject to Lender’s
approval, which approval may be given or withheld in Lender’s sole and absolute discretion. Revolving Loans made by Lender
may be repaid and, subject to the terms and conditions hereof, borrowed again up to, but not including, the Revolving Loan Maturity
Date, unless the Revolving Loans are otherwise terminated or extended as provided in this Agreement. The Revolving Loans shall
be used by Borrower for the specific purposes permitted hereunder and for no other purpose.


 


(b)          Increase
to Revolving Loan Commitment. Borrower may request, from time to time, that the Revolving Loan Commitment be increased to up
to Fifteen Million and No/100 United States Dollars (US$15,000,000); and Lender, in its sole and absolute discretion, may make
available Revolving Loan Commitment increases to Borrower. Lender’s election to increase the Revolving Loan Commitment from
time to time may be granted or denied by Lender in its sole and absolute discretion, however, at a minimum, the following conditions
must be satisfied, in Lender’s sole and absolute discretion:


 


(i)          no
Event of Default shall have occurred or be continuing, or result from the applicable increase of the Revolving Loan Commitment;


 


(ii)         Borrower
shall have executed and delivered a new or revised Revolving Note;


 


(iii)        after
giving effect to such increase, the amount of the aggregate outstanding principal balance of all Revolving Loans shall not be in
excess of the Revolving Loan Availability;


 


(iv)        Lender
shall have reviewed and accepted, in its sole and absolute discretion, the amount and type of current and historical Receipts of
the Credit Parties, Eligible Accounts or other Collateral required for the increase; and


 


(v)         Lender
shall have received any and all documents or agreements as it shall require in its sole and absolute discretion.


 




    	 	17	 



     


    

 


It is expressly agreed
and acknowledged by each of the Credit Parties that, notwithstanding that this Agreement provides for the opportunity to increase
the Revolving Loan Commitment as hereby provided: (i) Lender has no obligation of any nature or kind whatsoever to grant or provide
any such increase to the Credit Parties; (ii) the Credit Parties did not enter into this Agreement based on any promise, express
or implied, by Lender or any of its agents or representatives, or based on any expectation by any of the Credit Parties, that funds
or Loans beyond the Revolving Loans made on the Effective Date would be made or provided after the Effective Date; and (iii) each
of the Credit Parties hereby fully and unconditionally waives any and all claims, counterclaims, and defenses any of them may have
based on any argument that Lender had any obligation or otherwise promised to fund additional Revolving Loans beyond the Revolving
Loan funded on the Effective Date, or any argument or implied covenant of fair dealing and good faith that may in any way imply
an obligation upon Lender to make such additional Revolving Loans. Subject to the terms of this Section 2.1(b), in the event
Lender elects to increase the revolving Loan Commitment and make additional Revolving Loans hereunder, Lender agrees that legal
fees payable by Borrower for Lender’s counsel in connection with any such increase shall not exceed $7,500, plus costs incurred
by Lender.


 


(c)          Revolving
Loan Interest and Payments. Except as otherwise provided in this Section, the outstanding principal balance of the Revolving
Loans and all other Obligations shall be repaid on or before the Revolving Loan Maturity Date. The principal amount of the Revolving
Loans outstanding from time to time shall bear interest at the Interest Rate. The Receipts Collection Fee, accrued and unpaid interest
on the unpaid principal balance of all Revolving Loans outstanding from time to time, and other fees and charges due hereunder,
shall be payable on a weekly basis on the weekly anniversary date of the Effective Date, or such other date as Lender and Borrower
may agree upon (provided, however, if no such other agreement is made or reached, then on the weekly anniversary date of the Effective
Date), commencing on the first such date to occur after the Effective Date and on the Revolving Loan Maturity Date (each a “Payment
Date”). Any amount of principal or interest on the Obligations which is not paid when due, whether at stated maturity,
by acceleration or otherwise, shall at Lender’s option bear interest payable on demand at the Default Rate.


 




    	 	18	 



     


    

 


(d)          Revolving
Loan Principal Repayments.


 


(i)          Mandatory
Principal Prepayments; Overadvances. All Obligations shall be repaid by Borrower on or before the Revolving Loan Maturity Date,
unless payable sooner pursuant to the provisions of this Agreement. In the event at any time the aggregate outstanding principal
balance of all Revolving Loans hereunder exceeds the Revolving Loan Availability (an “Over-advance”),
Borrower shall be obligated to eliminate such Over-advance as follows: (A) if the Over-advance exists as of the Effective Date,
then: (I) Lender shall determine the amount of the Over-advance, as well as the estimated amount of a payment (“Estimated
Over-advance Payment”) to be made by Borrower on each Payment Date (or such other time period as Lender may determine,
such as a monthly payment) to be applied against the principal balance of the outstanding Revolving Loans, such that the Over-advance
would be eliminated over a one hundred twenty (120) day period from the Effective Date (Lender shall have the right to modify the
amount of the Estimated Over-advance Payment from time to time upon notice to Borrower as necessary to cause the elimination of
the Over-advance over the one hundred twenty (120) day period contemplated hereby); and (II) Lender shall notify Borrower of the
amount of the Estimated Over-advance Payment, and on each Payment Date (or such other time period selected by Lender), Borrower
shall make the Estimated Over-Advance Payment to Lender, or, at Lender’s election, notwithstanding the priorities set forth
in Section 2.1(e)(ii), Lender may apply any amounts in the Lock Box Account towards the Estimated Over-advance Payment required
to be made hereby, until the Over-advance is eliminated in full; or (B) if an Over-advance should occur after the Effective Date
and during the term of this Agreement, then: (I) Lender shall determine, in its sole discretion, whether: (1) the Over-advance
needs to be paid immediately; or (2) the Over-advance can be cured during a period of time as determined by Lender, in its sole
discretion, and if so, what other conditions Lender may impose in connection with such cure period. If Lender elects option (1),
then Borrower shall, upon notice or demand from Lender, immediately make such repayments of the Revolving Loans or take such other
actions as shall be necessary to immediately eliminate such Over-advance in full (or, notwithstanding the priorities set forth
in Section 2.1(e)(ii), Lender may immediately apply any amounts in the Lock Box Account from time to time to eliminate such Over-advance
in full). If Lender elects option (2) above, then Lender shall determine the amount of the Over-advance, the cure period available
to Borrower in which to eliminate the Over-advance, and any other conditions to be satisfied by Borrower in connection with the
cure period selected by Lender for elimination of the Over-advance, as well as the Estimated Over-advance Payment to be made by
Borrower on each Payment Date (or such other time period as Lender may determine, such as a monthly payment) to be applied against
the principal balance of the outstanding Revolving Loans, such that the Over-advance would be eliminated over whatever cure period
shall have been elected by Lender, in its sole discretion (Lender shall have the right to modify the amount of the Estimated Over-advance
Payment from time to time upon notice to Borrower as necessary to cause the elimination of the Over-advance over the cure period
selected by Lender); and (II) Lender shall notify Borrower of the amount of the Estimated Over-advance Payment, the cure period
selected by Lender during which the Over-advance must be eliminated, and any other conditions applicable thereto, and on each Payment
Date (or such other time period selected by Lender), Borrower shall make the Estimated Over-Advance Payment to Lender, or, at Lender’s
election, notwithstanding the priorities set forth in Section 2.1(e)(ii), Lender may apply any amounts in the Lock Box Account
towards the Estimated Over-advance Payment required to be made hereby, such that the Over-advance is eliminated in full in the
period of time selected by Lender therefor. Credit Parties shall also satisfy whatever other conditions may be imposed by Lender
as conditions to allowing Credit Parties a cure period to eliminate the Over-advance. In addition, following collection and payment
of all items and fees as required by Section 2.1(e)(ii)(1) – (6), inclusive (other than the Mandatory Principal Repayment
Amount), on each Payment Date, an amount equal to ten percent (10%) of all amounts collected into the Lock Box Account since the
immediately preceding Payment Date (such a period of time hereinafter referred to as the “Sweep Period”)
shall be paid to Lender to reduce the then outstanding principal balance of all Revolving Loans hereunder (the “Mandatory
Principal Repayment Amount”). In addition, from time to time, Lender shall have the right to review the amount and
type of current and historical Receipts and Eligible Accounts of the Credit Parties, the value of other Collateral, and other factors
determined by Lender, and based on such review, Lender may, in its sole and absolute discretion, increase the percentage used for
the Mandatory Principal Repayment Amount, which increase shall become applicable and effective immediately upon notice to Borrower.
Lender shall apply funds received into the Lock Box Account in accordance with Section 2.1(e) below.


 




    	 	19	 



     


    

 


(ii)         Optional
Prepayments. Borrower may from time to time prepay the Revolving Loan, in whole or in part, provided, however,
that if the Borrower prepays more than eighty percent (80%) of the amount of the Revolving Loan Commitment within ninety (90) days
following the Effective Date, Borrower shall pay to Lender as liquidated damages and compensation for the costs of being prepared
to make funds available hereunder an amount equal to two and 50/100 percent (2.50%) of the Revolving Loan Commitment (the “Prepayment
Penalty”). The Prepayment Penalty owed pursuant to this Section shall not be applicable with respect to any payment
of the Mandatory Principal Repayment Amount.


 


(e)          Collections;
Lock Box.


 


(i)          Funds
Collected.


 


(1)         Wire
Transfers. To the extent any Customers make or pay any Receipts to any Credit Party by a wire transfer or other form of electronic
funds transfer, effective as of the Effective Date, the Credit Parties shall direct all of such Customers, in writing, to make
all such wire transfer or electronic fund transfer payments directly to the Lock Box Account.


 


(2)         Cash,
Checks and Other Payments. To the extent any Customers make or pay any Receipts to any Credit Party by any other form other
than wire transfer or other form of electronic funds transfer (such as through cash or a check), then effective as of the Effective
Date, the Credit Parties shall direct all of its Customers, in writing, to make, deposit, and/or send, as applicable, all such
payments and Receipts directly to the Lock Box Account or a post office box designated by, and under the exclusive control of,
Lender (such post office box is referred to herein as the “Lock Box”).


 




    	 	20	 



     


    

 


(3)         Credit/Debit
Card Payments. The parties recognize that in some instances or from time to time, the Credit Parties may elect to take or receive
payments from Customers through the use of a credit or debit card (including payments made using a credit or debit card, or other
payment mechanisms, through online re-sellers or systems, such as PayPal, Amazon and the like). In the event the Credit Parties
shall at any time take or receive any Receipts through the use of a credit or debit card (including payments made using a credit
or debit card, or other payment mechanisms, through online re-sellers or systems, such as PayPal, Amazon and the like), then effective
as of the date (the “Credit Card Date”) when the Credit Parties enter into any agreements with any credit/debit
card or other payment processing companies for the processing of credit and debit card payments (including payments made using
a credit or debit card, or other payment mechanisms, through online re-sellers or systems, such as PayPal, Amazon and the like)
on behalf of the Credit Parties (the “Payment Processing Companies”), the Credit Parties shall modify
all of its agreements with any such Payment Processing Companies, so as to authorize, direct and cause: (A) all credit/debit card
payments from any Customers; and (B) any reserves or holdbacks withheld by any of the Payment Processing Companies, if, as, and
when distributed or paid to the Credit Parties, to be deposited directly into the Lock Box Account, rather than any other bank
accounts of the Credit Parties. In this regard, effective as of the Effective Date (or, if there are no agreements with any Payment
Processing Companies as of the Effective Date, then effective as of the Credit Card Date), the Credit Parties shall obtain from
the each of the Payment Processing Companies and deliver to Lender, an estoppel certificate, disbursement direction or other similar
document in form and substance acceptable to Lender (the “Payment Direction”), pursuant to which the
Payment Processing Companies confirm and agree, among other things Lender may require: (I) to the foregoing payment directions;
(II) that such payment instructions and directions shall not be changed, amended or terminated, except upon written notice from
Lender; and (III) that copies of all statements, notices and other communications sent by any Payment Processing Companies to the
Credit Parties, also be delivered to Lender. At any time prior to the Payment Direction being effective and in place, any Receipts
received by the Credit Parties from any Payment Processing Companies shall be immediately (within twenty-four (24) hours) re-directed
and deposited by Borrower into the Lock Box Account; provided, however, that any such re-direction shall not diminish or abrogate
the Credit Parties’ obligation to obtain the Payment Direction from each of the Payment Processing Companies. The Credit
Parties shall not enter into any new agreements with any Payment Processing Companies, unless prior to or contemporaneously with
entering into such relationships or agreements, such Payment Processing Companies execute a Payment Direction in favor of Lender.
Notwithstanding the foregoing to the contrary, so long as the Receipts collected by Credit Parties in any calendar year from any
particular Payment Processing Company (which amount can be estimated by Lender based on Receipts collected by Credit Parties in
any shorter time period as may be determined by Lender) are less than ten percent (10%) of the total Receipts collected by Credit
Parties from all sources in any calendar year (which amount can be estimated by Lender based on Receipts collected by Credit Parties
in any shorter time period as may be determined by Lender) (a Payment Processing Company that collects Receipts that are below
the 10% threshold as hereby contemplated is sometimes referred to as a “Non-Material PPC” and a Payment
Processing Company that collects Receipts above the 10% threshold as hereby contemplated is sometimes referred to as a “Material
PPC”), then Credit Parties shall not have an obligation to deliver the Payment Direction with respect to such particular
Payment Processing Company as contemplated by this Section, but only so long as: (x) no Event of Default exists under this Agreement
or any other Loan Document, and provided no event has occurred that, with the passage of time, or the giving of notice, or both,
would constitute an Event of Default under this Agreement or any other Loan Document; (y) Credit Parties instruct the particular
Payment Processing Company to remit all credit/debit card payments from any Customers, any reserves or holdbacks withheld by such
Payment Processing Company, and other Receipts, directly into the Lock Box Account, rather than any accounts of the Credit Parties;
and (z) to the extent that, despite the foregoing requirement to instruct such Payment Processing Company to remit all Receipts
directly into the Lock Box Account, any Credit Party receives any Receipts from such Payment Processing Company directly into an
account of the Credit Parties, rather than the Lock Box Account, then Credit Parties shall notify Lender of the receipt of such
Receipts or other sums within twenty-four (24) hours of receipt of same, and immediately upon receipt thereof, remit or endorse
same to Lender into the Lock Box Account; provided, however, that any such re-direction shall not diminish or abrogate Credit Parties’
obligation to direct, instruct and require all Payment Processing Companies to make all payments and remittances otherwise due
to the Credit Parties directly to the Lock Box Account. Each of the Credit Parties hereby represents and warrants to Lender that
as of the Effective Date, neither of them have any agreements or payment processing relationships with any Material PPC’s
or any Non-Material PPC’s.


 




    	 	21	 



     


    

 


The Lender and Credit
Parties acknowledge that, in some instances, or if applicable, the mechanics of the payment processing relationships of the Credit
Parties with some of its Payment Processing Companies is such that Credit Parties have portals or systems which they access
online (the “Portals”) through administrative usernames, passwords and other input details required to
gain access into such Portals (the “Access Details”), and that once the Portals are accessed with the
Access Details, the Credit Parties then, through certain user elections and options made by Credit Parties on the Portals, elects
to what bank account and when funds from the Payment Processing Companies are transferred to Credit Parties. In this regard, to
the extent the payment mechanics of any Payment Processing Companies use Portals and Access Details, then on the Effective Date
(or, if acceptable to Lender, in Lender’s sole and absolute discretion, as soon as practicably possible following the Effective
Date), Credit Parties shall provide to Lender the web address for the Portals and the Access Details for each of the Payment Processing
Companies, and Lender shall have the full right and authority to modify the Access Details, so that only Lender has access to the
Portals and access to control all payments and remittances to and from such Payment Processing Companies, and so that Credit Parties
do not have access or authority to change or thereafter modify the elections made by Lender on the Portals (provided that Lender
shall provide view/read access only to Credit Parties so Credit Parties can see, on a daily basis, the transactions processed by
the Payment Processing Companies and movement of funds from the Payment Processing Companies to the Lock Box Account). Lender shall
have the absolute right and authority to designate the account to which any remittances from the Payment Processing Companies are
made, which account shall be the Lock Box Account. Credit Parties hereby agree to undertake any and all required actions, execute
any required documents, instruments or agreements, or to otherwise do any other thing required or requested by Lender in order
to effectuate the foregoing with respect to the Portals and Access Details. Credit Parties shall not undertake any action or give
any direction to any Payment Processing Companies that is in conflict with, changes, or is otherwise in derogation of the requirements
and obligations of Credit Parties set forth in this paragraph. Upon indefeasible payment in full of all Obligations, and termination
of all other commitments of Lender to advance sums hereunder, Lender shall provide the Access Details and control of the Portals
back to the Credit Parties.


 




    	 	22	 



     


    

 


(4)         General
Collection Terms. The Credit Parties hereby agree to undertake any and all required actions, execute any required documents,
instruments or agreements, or to otherwise do any other thing required or requested by Lender in order to effectuate the requirements
of this Section 2.1(e). Lender shall maintain an account at a financial institution acceptable to Lender in its sole and
absolute discretion (the “Lock Box Account”), which Lock Box Account is and shall be maintained in Lender’s
(or its Affiliate’s) name, and into which all Receipts, whether through wires, electronic fund transfers, credit and debit
card payments from any Customers, and all other monies, checks, notes, drafts or other payments or Receipts of any kind received
or receivable by, or due to, the Credit Parties shall be deposited. Credit Parties acknowledge that the Lock Box Account may be
established by Lender as an “FBO” account, pursuant to which the Lock Box Account is in the name of Lender (or its
Affiliate) “for the benefit of” the Credit Parties. Notwithstanding any such designation on the Lock Box Account, or
any documents entered into or executed by the Credit Parties in connection with the establishment of the Lock Box Account, the
Credit Parties hereby agree and acknowledge that: (i) Lender shall at all times have full “control” (within the meaning
of the UCC) of the Lock Box Account and all funds deposited therein; (ii) the Credit Parties shall not revoke Lender’s authority
or rights with respect to the Lock Box Account and the funds therein (notwithstanding any right Credit Parties may have to do so
under ancillary documents executed by the Credit Parties to establish the Lock Box Account); and (iii) Credit Parties shall not
take any action or position contrary to the intent of the parties as expressed herein that Lender shall at all times be in full
control of the Lock Box Account and the deposits therein. It is the intent of the parties that all Receipts, whether through wires,
electronic fund transfers, credit and debit card payments from any Customers, and all other monies, checks, notes, drafts or other
payments or Receipts of any kind received or receivable by, or due to, the Credit Parties, shall be deposited directly into the
Lock Box Account, rather than any other accounts of Credit Parties, or if received into any account of the Credit Parties, then
the Credit Parties shall immediately re-direct and deposit same into the Lock Box Account. In this regard, if any Credit Parties,
any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of the Credit Parties or any Affiliate or Subsidiary,
or any other Person acting for or in concert with the Credit Parties, shall receive any monies, checks, notes, drafts or other
payments or Receipts, the Credit Parties and each such Person shall receive all such items in trust for, and as the sole and exclusive
property of, Lender, and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to
the Lock Box Account.


 




    	 	23	 



     


    

 


(ii)         Distribution
of Funds From the Lock Box Account. The Credit Parties and Lender agree that all payments made to the Lock Box Account, whether
in respect of Receipts, as proceeds of Collateral, or otherwise, will be swept from the Lock Box Account to Lender on each Payment
Date to be applied according to the following priorities: (1) to unpaid fees and expenses due hereunder, including any recurring
fees due pursuant to Section 2.2 hereof; (2) to any custodian/back-up servicer (if applicable); (3) to accrued but unpaid
interest owed under Sections 2.1(c) and 2.4 hereof; (4) to the Receipts Collection Fee; (5) if at any time the Lender is
not holding or has reserved, in the Lock Box Account or otherwise, an amount equal to at least the Reserve Amount, then twenty
percent (20%) of all Receipts received into the Lock Box Account during each Sweep Period shall be withheld and applied by Lender
to amounts required to establish the Reserve Amount, until the Reserve Amount is reached, which Reserve Amount (or portion thereof)
may be kept and maintained in the Lock Box Account during the duration of this Agreement as additional security for the Obligations;
(6) to amounts payable pursuant to Section 2.1(d), including the Mandatory Principal Repayment Amount, the Estimated Over-Advance
Payment, and other amounts required to eliminate any Over-advance; and (7) upon the occurrence of an Event of Default, to Lender,
to reduce the balance of the Obligations to zero (each of the foregoing payments, the “Lock Box Payments”).
The amount remaining in the Lock Box Account following the payment of the Lock Box Payments on each Payment Date (less any amount
in the Lock Box Account withheld and applied by Lender to the Reserve Amount) shall be referred to herein as the “Net
Amount”. The Lender agrees that, provided the Credit Parties are each in good standing under this Agreement and the
other Loan Documents, and provided no Event of Default exists under this Agreement or any other Loan Document, and provided no
event has occurred that, with the passage of time, or the giving of notice, or both, would constitute an Event of Default under
this Agreement or any other Loan Document, and further provided that any Estimated Over-advance Payments have been timely made
as required by this Agreement, and subject to the terms and conditions of this Agreement, the Net Amount will be transferred to
Borrower from the Lock Box Account via wire transfer or electronic funds transfer to an account designated by the Borrower on the
immediately subsequent Payment Date (provided, however, any failure by Lender to transfer the Net Amount to Borrower by such date
shall not in any way hinder, impair, or otherwise adversely affect Credit Parties’ Obligations, or Lender’s rights
and remedies under this Agreement or any other Loan Documents). The Credit Parties agree to pay all reasonable fees, costs and
expenses in connection with opening and maintaining of the Lock Box and the Lock Box Account. All of such reasonable fees, costs
and expenses, if not paid by the Credit Parties within five (5) Business Days of Lender’s written request, may be paid by
Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by any Credit
Party upon demand, and, until paid, shall bear interest at the Default Rate. Notwithstanding anything contained herein to the contrary,
in the event the amounts collected into the Lock Box Account from time to time, whether in respect of Receipts, as proceeds of
Collateral, or otherwise, are at any time not sufficient to pay the amounts due to Lender on any Payment Date under items (1) –
(6) above of this Section 2.1(e)(ii), then the Credit Parties shall, without further notice or demand from Lender, pay any
such shortfall amounts to the Lock Box Account within three (3) Business Days from the Payment Date for which such amounts were
due, or notwithstanding the foregoing order and priority, Lender shall have the right to sweep from the Lock Box Account any such
shortfall amounts immediately upon any Receipts coming into the Lock Box Account.


 




    	 	24	 



     


    

 


(iii)        Power
of Attorney. It is intended that all Receipts, and all other checks, drafts, instruments and other items of payment or proceeds
of Collateral at any time received, due or owing to the Credit Parties from a Customer, any other Person, or otherwise, shall be
deposited directly into the Lock Box Account, and if not deposited directly into the Lock Box Account, shall be immediately remitted
or endorsed by the Credit Parties to Lender into the Lock Box Account, and, if that remittance or endorsement of any such item
shall not be immediately made for any reason, Lender is hereby irrevocably authorized to remit or endorse the same on Credit Parties’
behalf. For purpose of this Section, the Credit Parties irrevocably hereby make, constitute and appoint Lender (and all Persons
designated by Lender for that purpose) as the Credit Parties’ true and lawful attorney and agent-in-fact: (A) to endorse
the Credit Parties’ name upon said Receipts or items of payment and/or proceeds of Collateral and upon any chattel paper,
document, instrument, invoice or similar document or agreement relating to any Receipts of the Credit Parties; (B) to take control
in any manner of any item of payment or proceeds thereof; (C) to have access to the Credit Parties’ operating accounts, through
the Credit Parties’ online banking system, or otherwise, to make remittances of any Receipts deposited therein into the Lock
Box Account as required hereby; (D) to have access to any lock box or postal box into which any of the Credit Parties’ mail
is deposited, and open and process all mail addressed to the Credit Parties and deposited therein; and (E) direct and otherwise
deal with all Payment Processing Companies, or other Persons, to insure that all Receipts, payments and reserves as hereby contemplated
are remitted to the Lock Box Account.


 


(iv)        Rights
Upon Default. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of
Default, whether before or after notification to any Customer and whether before or after the maturity of any of the Obligations:
(A) enforce collection of any of the Accounts (including all Eligible Accounts) and Receipts of the Credit Parties or other
amounts owed to the Credit Parties by suit or otherwise; (B) exercise all of the rights and remedies of the Credit Parties with
respect to Proceedings brought to collect any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the
Credit Parties; (C) surrender, release or exchange all or any part of any Accounts (including all Eligible Accounts), Receipts,
or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original
period) any indebtedness thereunder; (D) sell or assign any Account (including all Eligible Accounts) or Receipts of the Credit
Parties, or other amount owed to the Credit Parties, upon such terms, for such amount and at such time or times as Lender deems
advisable; (E) prepare, file and sign any Credit Parties’ name on any proof of claim in bankruptcy or other similar document
against any Customer or other Person obligated to the Credit Parties; and (F) do all other acts and things which are necessary,
in Lender’s sole discretion, to fulfill the Credit Parties’ obligations under this Agreement and the other Loan Documents
and to allow Lender to collect the Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties.
In addition to any other provision hereof, Lender may at any time after the occurrence and during the continuance of an Event of
Default, at the Credit Parties’ expense, notify any parties obligated on any of the Accounts (including all Eligible Accounts)
and Receipts to make payment directly to Lender of any amounts due or to become due thereunder.


 




    	 	25	 



     


    

 


(v)         Statement.
From time to time, Lender may deliver to Borrower an invoice and or an account statement showing all Revolving Loans, charges and
payments, which shall be deemed final, binding and conclusive upon Borrower, unless Borrower notifies Lender in writing, specifying
any error therein, within thirty (30) days of the date such account statement is sent to Borrower and any such notice shall only
constitute an objection to the items specifically identified.


 


(vi)        Authorization
to Deduct Amounts in Lock Box.


 


(1)         Notwithstanding
anything contained in this Agreement to the contrary, any time that any charges, fees, amounts or other Obligations are due and
owing by any Credit Parties to Lender under this Agreement or any other Loan Document, Lender shall have the right, and is hereby
authorized, to deduct such charges, fees, amounts or other Obligations directly from the Lock Box Account and from all receipts
from time to time deposited therein.


 


(2)         Notwithstanding
anything contained herein to the contrary and in addition to the amounts provided in Section 2.1(e)(ii), the Lender may
from time to time, in its sole and absolute discretion, retain in the Lock Box Account any and all amounts deposited into the Lock
Box Account by any Customer that the Lender deems necessary or appropriate (i) to prevent any insecurity by the Lender with respect
to the total value of the Collateral (including, but not limited to, the amount held in the Lock Box Account at any time) when
compared to the outstanding amount of all Obligations owed to the Lender; and (ii) to ensure that the Collateral (including, but
not limited to the amount held in the Lock Box Account) is and remains of a value to adequately serve as appropriate security for
the Obligations of the Credit Parties hereunder.


 


2.2           Fees.


 


(a)          Asset
Monitoring Fee. Borrower agrees to pay to Lender an asset monitoring fee (“Asset Monitoring Fee”)
equal to One Thousand Five Hundred and No/100 United States Dollars (US$1,500.00), which shall be due and payable on the Effective
Date, and thereafter on the first day of each third (3rd) calendar month during the term of this Agreement. The Asset
Monitoring Fee shall be increased in increments of Five Hundred and No/100 United States Dollars (US$500.00) each time the Revolving
Loan Commitment amount is increased pursuant to Section 2.1(b); provided that the Asset Monitoring Fee shall never exceed
Two Thousand Five Hundred and No/100 United States Dollars (US$2,500.00).


 




    	 	26	 



     


    

 


(b)          Transaction
Advisory Fee. In addition to the Advisory Fee contained in Section 2.2(f) herein, the Borrower agrees to pay to Lender
a transaction advisory fee equal to two percent (2.0%) of the Revolving Loan Commitment as of the Effective Date (provided, however,
notwithstanding the foregoing, the transaction advisory fee contemplated by this paragraph shall not be paid on any portion of
the “Withheld Amount” (as hereinafter defined), unless and until such Withheld Amount, or portion thereof, is disbursed
in accordance with Section 14.25 below, and when any portion of the Withheld Amount is disbursed, the transaction advisory
fee contemplated by this paragraph shall be due and payable, and deducted by Lender, from any portion of the Withheld Amount disbursed
from time to time in accordance with Section 14.25 below), and two percent (2.0%) on the amount of any increase thereof
pursuant to Section 2.1(b), which shall be due and payable on the Effective Date and on the date of any increase to the
Revolving Loan Commitment pursuant to Section 2.1(b).


 


(c)          Due
Diligence Fees. Borrower agrees to pay a due diligence fee equal to Twelve Thousand Five Hundred and No/100 United States Dollars
(US$12,500.00), which shall be due and payable in full on the Effective Date, or any remaining portion thereof shall be due and
payable on the Effective Date if a portion of such fee was paid upon the execution of any term sheet related to this Agreement.


 


(d)          Document
Review and Legal Fees. Borrower agrees to pay a document review and legal fee equal to Twenty-Five Thousand and No/100 United
States Dollars (US$25,000.00) which shall be due and payable in full on the Effective Date, or any remaining portion thereof shall
be due and payable on the Effective Date if a portion of such fee was paid upon the execution of any term sheet related to this
Agreement.


 


(e)          Other
Fees. Borrower also agrees to pay to the Lender (or any designee of the Lender), upon demand, or to otherwise be responsible
for the payment of, any and all other costs, fees and expenses, including the reasonable fees, costs, expenses and disbursements
of counsel for the Lender and of any experts and agents, which the Lender may incur or which may otherwise be due and payable in
connection with: (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver, subordination,
or other modification or termination of this Agreement or any other Loan Documents (provided that there shall be no fees for the
preparation and negotiation of this Agreement other than as specifically set forth in the closing or settlement statement executed
by Borrowers and Lender on the Effective Date); (ii) any documentary stamp taxes, intangibles taxes, recording fees, filing
fees, or other similar taxes, fees or charges imposed by or due to any Governmental Authority in connection with this Agreement
or any other Loan Documents; (iii) the exercise or enforcement of any of the rights of the Lender under this Agreement or
the Loan Documents; or (iv) the failure by the Credit Parties to perform or observe any of the provisions of this Agreement
or any of the Loan Documents. Included in the foregoing shall be the amount of all expenses paid or incurred by Lender in consulting
with counsel concerning any of its rights under this Agreement or any other Loan Document or under applicable law. All such costs
and expenses, if not so immediately paid when due or upon demand thereof, shall bear interest from the date of outlay until paid,
at the Default Rate. All of such costs and expenses shall be additional Obligations of the Credit Parties to Lender secured under
the Loan Documents. The provisions of this Subsection shall survive the termination of this Agreement.


 




    	 	27	 



     


    

 


(f)          Advisory
Fees. The Borrower shall pay to Lender a fee for advisory services provided by the Lender to the Borrower prior to the Effective
Date in the amount of Five Million and No/100 United States Dollars (US$5,000,000.00) (the “Advisory Fee”),
which Advisory Fee shall be paid to Lender through a combination of cash payments from Borrower to Lender, and through Dollars
generated by Lender from the sale of Series A Conversion Shares, all as more specifically set forth below. In this regard, on the
Effective Date, Borrower shall issue to Lender, 9,500,000 shares of the Borrower’s Series A Preferred Stock (the “Advisory
Fee Shares”). The Borrower shall instruct its transfer agent (the “Transfer Agent”) to
issue certificates representing the Advisory Fee Shares issuable to the Lender immediately upon the Borrower’s execution
of this Agreement, and shall cause its Transfer Agent to deliver such certificates to Lender within seven (7) Business Days from
the Effective Date. In the event such certificates representing the Advisory Fee Shares issuable hereunder shall not be delivered
to the Lender within said seven (7) Business Day period, same shall be an immediate default under this Agreement and the other
Loan Documents. The Advisory Fee Shares, and any Series A Conversion Shares, when issued, shall be deemed to be validly issued,
fully paid, and non-assessable shares of the Borrower’s Series A Preferred Stock or the Borrowers’ Common Stock, as
applicable. The Advisory Fee shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans
made hereunder, and regardless of whether all or any portion of the Withheld Amount is disbursed by Lender. 


 




    	 	28	 



     


    

 


(i)          Payments
Towards Advisory Fee. It is the intention of the Borrower and Lender that the full amount of the Advisory Fee shall be payable
as follows: (A) monthly payments of $125,000 per month commencing on a date that is thirty (30) days after the date Lender can
lawfully commence to sell Series A Conversion Shares in the Principal Trading Market in accordance with applicable securities laws
(the “First Payment Date”), and then on the monthly anniversary for each consecutive calendar month thereafter
(for example, if the First Payment Date is July 15, 2016, then the first monthly payment hereunder shall be due on July 15, 2016,
and consecutive monthly payments thereafter shall be due on the 15th day of August, September, October, and so on, on
the same day of each consecutive calendar month)(each payment date after the First Payment Date being referred to as an “Additional
Payment Date”); and (B) a final balloon payment of the amount of the Advisory Fee then remaining outstanding and
unpaid on a date that is twenty-four (24) months from the Selling Commencement Date (the “Final Advisory Fee Payment”).
The monthly payments required in accordance with the immediately preceding sentence shall be paid by Borrower to Lender through
a combination of cash payments from Borrower to Lender, as more specifically set forth below, and through Dollars generated by
Lender converting the Advisory Fee Shares into shares of Common Stock (the “Series A Conversion Shares”)
in accordance with the rights and preferences of the Series A Preferred Stock, and thereafter selling the Series A Conversion Shares
(subject to the leak-out covenant in Section 2.2(f)(iv) below), thereby generating net proceeds from such sales (net of
all brokerage commissions and other customary and reasonable fees or charges payable by Lender in connection with the sale thereof),
which net proceeds shall be applied towards the monthly payments for the Advisory Fee due hereunder. In this regard, the Lender
agrees that, commencing on a date when Lender can lawfully commence to sell Series A Conversion Shares in the Principal Trading
Market in accordance with applicable securities laws, but in no event shall such a date be less than six (6) months after the Effective
Date (the “Selling Commencement Date”), Lender shall use its good faith and commercially reasonable efforts
to begin to sell Series A Conversion Shares in the Principal Trading Market, subject, however, to the leak-out covenant in Section
2.2(f)(iv) below, and subject to other limitations and restrictions on such sales, as determined by Lender in its sole discretion,
which limitations and restrictions include market forces and factors, the availability of buyers for the Common Stock, securities
laws limitations, the availability of opinion letters and other documentation required by Lender to be able to sell Series A Conversion
Shares under Rule 144, and other similar factors, restrictions, and limitations; and further provided, however, that failure by
Lender to sell any shares of such Series A Conversion Shares shall in no way limit, restrict, impair, abrogate, or otherwise negatively
affect any rights and remedies that Lender may have under the Credit Agreement and other Loan Documents. Promptly after the First
Payment Date and each Additional Payment Date, Lender shall deliver to Borrower a reconciliation statement showing the net proceeds
actually received by the Lender from the sale of the Series A Conversion Shares for the prior payment period (the “Sale
Reconciliation”). In the event, per the Sale Reconciliation, the net proceeds received by Lender from sales of Series
A Conversion Shares for the applicable payment period is less than the required $125,000 monthly payment, then such difference
shall be due and payable by Borrower to Lender in Dollars payable by wire transfer to an account designated by Lender within three
(3) Business Days after Borrower’s receipt of the Sale Reconciliation for the applicable period, such that for each applicable
payment period, the Lender shall receive an aggregate total of $125,000 through a combination of net proceeds from sales of Series
A Conversion Shares, and cash payments as hereby contemplated. By way of example only, the foregoing process is intended to work
as follows: If the Selling Commencement Date is June 15, 2016, then the First Payment Date would be July 15, 2016, and each Additional
Payment Date would be August 15, September 15, and so on. The Lender would begin selling Series A Conversion Shares on June 15,
2016. Then promptly after July 15, 2016, Lender would deliver a Sale Reconciliation to Borrower for the time period of June 15
– July 15, 2016. If the Sale Reconciliation shows that Lender received $100,000 in net proceeds from the sale of Series A
Conversion Shares during such period, then Borrower would still owe Lender $25,000 for such payment period, and such $25,000 shall
be due and payable by wire transfer of Dollars from Borrower to Lender within three (3) Business Days after Borrower receives the
Sale Reconciliation for such period. The foregoing procedure shall continue until the Final Advisory Fee Payment shall be due,
which Final Advisory Fee Payment shall be payable in Dollars by wire transfer from Borrower to Lender on the date such Final Advisory
Fee Payment is due. In the event, through the procedure outlined in this paragraph above, Lender has converted all shares of Series
A Preferred Stock issued to Lender, and Lender has sold all Series A Conversion Shares, then all required payments for the Advisory
Fee thereafter due in accordance with this Section shall be payable on their respective due dates in accordance with this Section,
in Dollars by wire transfer from Borrower to Lender. Notwithstanding anything contained in this Section to the contrary: (I) the
Borrower shall have the right to pay the entire amount of the monthly payment due for the Advisory Fee hereunder in Dollars by
wire transfer to an account designated by Lender on the First Payment Date or each Additional Payment Date, as applicable (rather
than through a combination of cash and proceeds from the sale of Series A Conversion Shares); and (II) the Borrower shall have
the right to redeem any Advisory Fee Shares and Series A Conversion Shares then in the Lender’s possession for an amount
payable by the Borrower to Lender in Dollars equal to the Advisory Fee, less any portion thereof previously paid by Borrower and
received by Lender. Upon Lender’s receipt of Dollars equal to the full amount of the Advisory Fee, whether in accordance
with the monthly payment schedule above, or through an earlier redemption as hereby provided, the Lender shall return any then
remaining Advisory Fee Shares or Series A Conversion Shares in its possession back to the Borrower. The Borrower’s obligation
to pay the Advisory Fee as contemplated by this Section 2.2(f), whether in cash or thru the sale of Series A Conversion
Shares, or a combination thereof, is and shall be an Obligation hereunder, secured by all Loan Documents, and failure by the Borrower
to pay such Advisory Fee in full as required by this Section 2.2(f) shall be an immediate Event of Default hereunder and
under the other Loan Documents. In the event the Lender and the Credit Parties elect to increase the Revolving Loan Commitment
as permitted by this Agreement, the Borrower agrees to pay additional advisory fees to Lender either in cash or in a similar manner
as set forth in this Section 2.2(f) through the issuance of additional Advisory Fee Shares, at Lender’s sole discretion,
in an amount to be mutually agreed upon between Lender and Borrower.


 




    	 	29	 



     


    

 


(ii)         Mandatory
Redemption. Notwithstanding anything contained in this Agreement to the contrary, in the event the Lender has not received
Dollars equal to the Advisory Fee by the earlier to occur of: (A) the thirty (30) month anniversary of the Effective Date; or (B)
the occurrence of an Event of Default, then at any time thereafter, the Lender shall have the right, upon written notice to the
Borrower, to require that the Borrower redeem all Advisory Fee Shares, and Series A Conversion Shares then in Lender’s possession
for Dollars equal to the Advisory Fee, less any Dollars previously received by the Lender towards payment of the Advisory Fee,
if any. In the event such redemption notice is given by the Lender, the Borrower shall redeem the then remaining Advisory Fee Shares
and Series A Conversion Shares then in Lender’s possession for an amount of Dollars equal to the Advisory Fee, less any Dollars
previously received by the Lender towards payment of the Advisory Fee, if any, payable by wire transfer to an account designated
by Lender within five (5) Business Days from the date the Lender delivers such redemption notice to the Borrower.


 


(iii)        Piggyback
Registration Rights. In the event that the Borrower files a registration statement with respect to its Common Stock with the
SEC (other than a registration statement on Form S-4 or S-8 or any successor form thereto) after the Effective Date but before
the Lender converts the Advisory Fee Shares or sells the Series A Conversion Shares, the Advisory Fee Shares and Series A Conversion
Shares, as applicable, shall be registered pursuant to such registration statement.


 


(iv)        Leak-Out
Covenant. Notwithstanding anything contained in this Section 2.2(f) to the contrary, so long as no Event of Default
exists, and so long as no event has occurred that, with the passage of time, the giving of notice, or both, would constitute an
Event of Default, the Lender agrees that: (A) it shall not, during any given calendar week, sell Series A Conversion Shares in
excess of fifteen percent (15%) of the average weekly volume of the Common Stock on the Principal Trading Market over the immediately
preceding calendar week, as reported by Bloomberg; and (B) and sales of Series A Conversion Shares by Lender shall be undertaken
through a licensed broker designated by Borrower and reasonably acceptable to Lender.


 




    	 	30	 



     


    

 


(g)          Matters
with Respect to Common Stock.


 


(i)          Issuance
of Conversion Shares. The parties hereto acknowledge that pursuant to the terms of the Revolving Note, Lender has the right,
after the occurrence of an Event of Default, to convert amounts due under the Revolving Note into Common Stock in accordance with
the terms of the Revolving Note. In the event, for any reason, the Borrower fails to issue, or cause the Transfer Agent to issue,
any portion of the Common Stock issuable upon conversion of the Revolving Note (the “Conversion Shares”)
to Lender in connection with the exercise by Lender of any of its conversion rights under the Revolving Note, then the parties
hereto acknowledge that Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Borrower,
a “Conversion Notice” (as defined in the Revolving Note) requesting the issuance of the Conversion Shares then issuable
in accordance with the terms of the Revolving Note, and the Transfer Agent, provided they are the acting transfer agent for the
Borrower at the time, shall, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further
confirmation or instructions from the Borrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised,
and surrender to a nationally recognized overnight courier for delivery to Lender at the address specified in the Conversion Notice,
a certificate of the Common Stock of the Borrower, registered in the name of Lender or its designee, for the number of Conversion
Shares to which Lender shall be then entitled under the Revolving Note, as set forth in the Conversion Notice.


 


(ii)         Issuance
of Series A Conversion Shares. The parties hereto acknowledge that the Borrower has agreed to issue, upon conversion of the
Advisory Fee Shares, the Series A Conversion Shares in accordance with Section 2.2(f) above. In the event, for any reason,
the Borrower fails to issue, or cause its Transfer Agent to issue, any portion of the Series A Conversion Shares issuable to Lender
hereunder, either now or in the future, then the parties hereto acknowledge that Lender shall irrevocably be entitled to deliver
to the Transfer Agent, on behalf of itself and the Borrower, a written instruction requesting the issuance of the Series A Conversion
Shares then issuable, and the Transfer Agent, provided they are the acting transfer agent for the Borrower at the time, shall,
and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions
from the Borrower, issue such shares of Series A Conversion Shares as directed by Lender, and surrender to a nationally recognized
overnight courier for delivery to Lender at the address specified in the Lender’s notice, a certificate of the Common Stock
of the Borrower representing such Series A Conversion Shares, registered in the name of Lender or its designee, for the number
of shares of Common Stock issuable to Lender in accordance herewith.


 


(iii)        Removal
of Restrictive Legends. In the event that Lender has any shares of the Borrower’s Common Stock bearing any restrictive
legends, and Lender, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal
of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration
requirements under the Securities Act, or otherwise, and the Borrower and/or its counsel refuses or fails for any reason to deliver
any documents, certificates or instructions required for the removal of the restrictive legends, then, to the extent such legends
could be lawfully removed under applicable laws, Borrower’s failure to provide the required documents, certificates or instructions
required for the removal of the restrictive legends shall be an immediate Event of Default under this Agreement and all other Loan
Documents. In addition, the Borrower hereby agrees and acknowledges that Lender is hereby irrevocably and expressly authorized
to have counsel to Lender render any and all opinions and other certificates or instruments which may be required for purposes
of removing such restrictive legends, and the Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without
any further confirmation or instructions from the Borrower, issue any such shares without restrictive legends as instructed by
Lender, and surrender to a common carrier for overnight delivery to the address as specified by Lender, certificates, registered
in the name of Lender or its designees, representing the shares of Common Stock to which Lender is entitled, without any restrictive
legends and otherwise freely transferable on the books and records of the Borrower.


 




    	 	31	 



     


    

 


(iv)        Authorized
Agent of the Borrower. The Borrower hereby irrevocably appoints the Lender and its counsel and its representatives, each as
the Borrower’s duly authorized agent and attorney-in-fact for the Borrower for the purposes of authorizing and instructing
the Transfer Agent to process issuances, transfers and legend removals upon instructions from Lender, or any counsel or representatives
of Lender, as specifically contemplated herein. The authorization and power of attorney granted hereby is coupled with an interest
and is irrevocable so long as any Obligations of the Borrower under this Agreement or any other Loan Documents remain outstanding,
and so long as the Lender owns or has the right to receive, any shares of the Borrower’s Common Stock hereunder or under
the Revolving Note. In this regard, the Borrower hereby confirms to the Transfer Agent and the Lender that it can NOT and
will NOT give instructions, including stop orders or otherwise, inconsistent with the terms of this Agreement with regard
to the matters contemplated herein, and that the Lender shall have the absolute right to provide a copy of this Agreement to the
Transfer Agent as evidence of the Borrower’s irrevocable authority for Lender and Transfer Agent to process issuances, transfers
and legend removals upon instructions from Lender, or any counsel or representatives of Lender, as specifically contemplated herein,
without any further instructions, orders or confirmations from the Borrower.


 


(v)         Injunction
and Specific Performance. The Borrower specifically acknowledges and agrees that in the event of a breach or threatened breach
by the Borrower of any provision of Sections 2.2(f) or 2.2(g), the Lender will be irreparably damaged and that damages at
law would be an inadequate remedy if this Agreement were not specifically enforced.  Therefore, in the event of a breach or
threatened breach of any provision of Sections 2.2(f) or 2.2(g) by the Borrower, the Lender shall be entitled to obtain,
in addition to all other rights or remedies Lender may have, at law or in equity, an injunction restraining such breach, without
being required to show any actual damage or to post any bond or other security, and/or to a decree for specific performance of
the provisions of such Sections.


 


(h)          Surviving
Obligations. The Credit Parties agree and acknowledge that notwithstanding the termination of this Agreement, or the payment
in full of all of the Loans or other obligations hereunder or under any other Loan Documents, the Credit Parties’ obligations
and liability under this Agreement and the other Loan Documents, and the Lender’s Lien and security interest on all Collateral,
shall survive, shall remain valid and effective and shall not be released or terminated, until the Lender receives the full amount
of the Advisory Fee in cash, either through the conversion of Advisory Fee Shares and subsequent sale of Series A Conversion Shares,
or through cash payments from Borrower, or a combination thereof as contemplated by Section 2.2(f). All of the Credit Parties’
obligations under Sections 2.2(f) and 2.2(g) shall survive termination of this Agreement and repayment of the Loans.


 




    	 	32	 



     


    

 


(i)          Right
to Approve Transfer Agent. The Borrower hereby represents and warrants that the Borrower’s current Transfer Agent is
Interwest Transfer Company, Inc., whose contact information is as follows: 1981 East Murray Holladay Road, Suite 100, Salt Lake
City, Utah 84117, Tel: (801) 272-9294. The Borrower hereby agrees that it shall not change the Transfer Agent, unless the Lender
first approves the proposed new Transfer Agent, such approval to be in Lender’s sole and absolute discretion.


 


2.3           Renewal
of Revolving Loans; Non-Renewal of Revolving Loans; Fees. So long as no Event of Default exists under this Agreement or any
other Loan Documents, and so long as no event has occurred that, with the passage of time, the giving of notice, or both, would
constitute an Event of Default under this Agreement or any other Loan Documents, Borrower shall have the option to request a renewal
of the Revolving Loan Commitment and extension of the Revolving Loan Maturity Date for two (2) additional periods of six (6) months
each period. To make such request, Borrower shall give written notice to Lender of Borrower’s request to renew the Revolving
Loan Commitment and extend the Revolving Loan Maturity Date for an additional six (6) month period on or before a date that is
thirty (30) days prior to the then scheduled Revolving Loan Maturity Date. Lender may elect to accept or reject Borrower’s
request for a renewal of the Revolving Loan Commitment and extension of the Revolving Loan Maturity Date in its sole and absolute
discretion, and any acceptance may be conditioned upon additional obligations, terms and conditions, including an increase in the
percentage used to calculate the amount of Mandatory Principal Repayment Amount.


 


2.4           Interest
and Fee Computation; Collection of Funds. Interest accrued hereunder shall be payable as set forth in Section 2.1(c)
hereof. Except as otherwise set forth herein, all interest and fees shall be calculated on the basis of a year consisting of 360
days and shall be paid for the actual number of days elapsed. Principal payments submitted in funds not immediately available shall
continue to bear interest until collected. If any payment to be made by Borrower hereunder or under the Revolving Note shall become
due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time
shall be included in computing any interest in respect of such payment. Any Obligations which are not paid when due (subject to
applicable grace periods) shall bear interest at the Default Rate.


 


2.5           Automatic
Debit. In order to effectuate the timely payment of any of the Obligations when due, Borrower hereby authorizes and directs
Lender, at Lender’s option, to: (i) debit, or cause or instruct the debit of, the amount of the Obligations to any ordinary
deposit account of Borrower; or (ii) make a Revolving Loan hereunder to pay the amount of the Obligations.


 


2.6           Discretionary
Disbursements. Lender, in its sole and absolute discretion, may immediately upon notice to Borrower, disburse any or all proceeds
of the Revolving Loans made or available to Borrower pursuant to this Agreement to pay any fees, costs, expenses or other amounts
required to be paid by Borrower hereunder and not so paid. All monies so disbursed shall be a part of the Obligations, payable
by Borrower on demand from Lender.


 




    	 	33	 



     


    

 


2.7           US
Dollars; Currency Risk. All Receipts will be in Dollars. In the event Receipts are not in Dollars, Borrower shall bear the
risk of Lender’s currency losses, and if Lender suffers a currency loss and the result is to increase the cost to Lender
or to reduce the amount of any sum received or receivable by Lender under this Agreement or under the Revolving Note with respect
thereto, then after demand by Lender (which demand shall be accompanied by a certificate setting forth reasonably detailed calculations
of the basis of such demand), Borrower shall pay to Lender such additional amount or amounts as will compensate Lender for such
increased cost or such reduction. Borrower hereby authorizes Lender to advance or cause an advance of Revolving Loans to pay for
the increased costs or reductions associated with any such currency losses.


 


		3.	CONDITIONS OF BORROWING.



 


Notwithstanding any
other provision of this Agreement, the obligation of Lender to disburse or make all or any portion of any Loans is subject to satisfaction
of all of the following conditions precedent (unless a condition is waived in writing by Lender) contained in this Article 3.


 


3.1           Loan
Documents to be Executed by Borrower. As a condition precedent to Lender’s disbursal or making of the Loans pursuant
to this Agreement, the Credit Parties shall have executed or cause to be executed and delivered to Lender all of the following
documents, each of which must be satisfactory to Lender and Lender’s counsel in form, substance and execution:


 


(a)          Credit
Agreement. An original of this Agreement, duly executed by Borrower and consented and agreed to by the Guarantors;


 


(b)          Revolving
Note. An original Revolving Note, duly executed by Borrower and consented and agreed to by the Guarantors;


 


(c)          Security
Agreement. An original of the Security Agreements, duly executed by the Credit Parties, as applicable;


 


(d)          Guaranty
Agreement. An original of the Guaranty Agreements, duly executed by the Guarantors;


 


(e)          Validity
Certificates. An original of each Validity Certificate, duly executed by such officers and directors of Borrower as Lender
shall require;


 


(f)          Pledge
Agreements. An original of the Pledge Agreement, duly executed by the Borrower;


 


(g)          Irrevocable
Transfer Agent Instructions. An original of the Irrevocable Transfer Agent Instructions, duly executed by the Borrower and
the Borrower’s Transfer Agent;


 


(h)          Closing
Statement. An original of a closing or settlement statement, duly executed by the Borrower; and


 




    	 	34	 



     


    

 


(i)          Additional
Documents. Such other agreements, documents, instruments, certificates, financial statements, schedules, resolutions, opinions
of counsel, notes and other items which Lender shall require in connection with this Agreement.


 


3.2           Organizational
and Authorization Documents. A certificate of the corporate secretary, manager, members or other officer, partner, manager
or equivalent authorized Person of each Credit Party (other than Individual Guarantors) certifying and attaching: (i) copies of
each Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws,
operating agreement, partnership agreement, certificate of organization or other applicable formation or governing documents; (ii)
resolutions of the board of directors, managers, members, general partners or other Persons with proper authority to manage the
affairs of, and otherwise bind, each Credit Party, approving and authorizing the execution, delivery and performance of the Loan
Documents to which it is party and the transactions contemplated thereby; (iii) resolution of the Corporate Guarantors’ shareholders
or members (if applicable), approving and authorizing the execution, delivery and performance of the Loan Documents to which it
is party and the transactions contemplated thereby; and (iv) the signatures and incumbency of the officers, managers, members,
partners or other authorized Persons of each Credit Party executing any of the Loan Documents, each of which Borrower hereby certifies
to be true and complete, and in full force and effect without modification, it being understood that Lender may conclusively rely
on each such document and certificate until formally advised by Borrower of any changes therein.


 


3.3           Certificates
of Good Standing. Copies of certificates of good standing with respect to each Credit Party (other than Individual Guarantors),
issued by the Secretary of State of the state of incorporation of each Credit Party, dated such a date as is reasonably acceptable
to Lender, evidencing the good standing thereof.


 


3.4           Search
Results. Copies of UCC search reports dated such a date as is reasonably acceptable to Lender, listing all effective financing
statements which name each Credit Party, under its present name and any previous names, as debtors, together with copies of such
financing statements.


 


3.5           Insurance.
Within thirty (30) days of the Effective Date, evidence satisfactory to Lender of the existence of insurance required to be maintained
pursuant to this Agreement and the Security Agreement, together with evidence that Lender has been named as additional insured
and lender’s loss payee, as applicable, on all related insurance policies.


 


3.6           Use
of Proceeds. A detailed summary of the Borrower’s use of the proceeds being funded hereunder.


 


3.7           Certificates.
Originals of certificates evidencing the shares and/or membership interests, as applicable, to be pledged in connection with the
Pledge Agreement.


 


3.8           Customer
Payment Redirection. Evidence satisfactory to the Lender that the Credit Parties have irrevocably instructed its Customers
to redirect all Receipts to the Lock Box Account.


 




    	 	35	 



     


    

 


3.9           Income
Statement / Profit and Loss Statement. An income statement or a profit and loss statement showing the consolidated revenues,
expenses, profits and losses of the Credit Parties for the twelve (12) month period ending the Effective Date, as well as a reasonable
projection of the consolidated revenues, expenses, profits and losses of the Credit Parties for the twelve (12) month period immediately
following the Effective Date.


 


3.10         Opinion
of Counsel. A customary opinion of Borrower’s counsel, in form satisfactory to Lender.


 


3.11         Perfection
of Lien on Collateral. The Credit Parties shall have duly authorized, executed and delivered any other related documentation
necessary or advisable to perfect the Lien on the Collateral in the jurisdiction of incorporation of the Credit Parties, including
such UCC-1 Financing Statements and any and all documents necessary to complete any filings which Lender shall require in connection
with this Agreement.


 


3.12         Intentionally
Left Blank.


 


3.13         Payment
of Fees. Borrower shall have paid to Lender all fees, costs and expenses, including due diligence expenses, attorney’s
fees, search fees, title fees, documentation and filing fees (including documentary stamps and taxes payable on the face amount
of the Revolving Note).


 


3.14         Event
of Default. No Event of Default, or event which, with notice or lapse of time, or both, would constitute an Event of Default,
shall have occurred and be continuing.


 


3.15         Adverse
Changes. There shall not have occurred any Material Adverse Effect.


 


3.16         Litigation.
No pending claim, investigation, litigation or other Proceeding shall have been instituted against any Credit Party or any of their
respective officers, shareholders, members, managers, partners, or other principals of any Credit Party.


 


3.17         Representations
and Warranties. No representation or warranty of any of the Credit Parties contained herein or in any Loan Documents shall
be untrue or incorrect in any material respect as of the date of any Loans as though made on such date, except to the extent such
representation or warranty expressly relates to an earlier date.


 


3.18         Due
Diligence. The business, legal and collateral due diligence review performed by Lender, including a review of the Credit Parties’
historical performance and financial information, must be acceptable to Lender in its sole discretion. Lender reserves the right
to increase any and all aspects of its due diligence in Lender’s sole discretion.


 


3.19         Key
Personnel Investigations. Lender shall be satisfied, in its sole discretion, with results from background investigations conducted
on key members of Borrower’s principals and management teams.


 


3.20         Repayment
of Outstanding Indebtedness. The Credit Parties shall have repaid in full all outstanding indebtedness secured by Collateral,
other than indebtedness giving rise to Permitted Liens.


 




    	 	36	 



     


    

 


3.21         Loan
Documents to be Executed by any Subsidiary following the Effective Date. Within ten (10) days of any entity becoming a Subsidiary
of any Credit Party, the following documents shall have executed or cause to be executed and delivered to Lender, each of which
must be satisfactory to Lender and Lender’s counsel in form, substance and execution:


 


(a)          Consent
and Agreement. An original of a Consent and Agreement duly executed by such Subsidiary, pursuant to which such Subsidiary consents
and agrees to become a “Credit Party” hereunder and to be bound by the terms and conditions of this Agreement and all
other Loan Documents;


 


(b)          Security
Agreement. An original of a Security Agreement, duly executed by such Subsidiary;


 


(c)          Guaranty
Agreement. An original of a Guaranty Agreement, duly executed by such Subsidiary;


 


(d)          Pledge
Agreement. An original of a Pledge Agreement, duly executed by the parent of the Subsidiary;


 


(e)          Organizational
and Authorization Documents. A certificate of the corporate secretary, manager, members or other officer, partner, manager
or equivalent authorized Person of such Subsidiary certifying and attaching: (i) copies of such Subsidiary’s articles of
incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate
of organization or other applicable formation or governing documents; (ii) resolutions of the board of directors, managers, members,
general partners or other Persons with proper authority to manage the affairs of, and authorizing the execution, delivery and performance
of the Loan Documents to which it is party and the transactions contemplated thereby; (iii) resolution of the Subsidiary’s
shareholders (if applicable), approving and authorizing the execution, delivery and performance of the Loan Documents to which
it is or will become a party and the transactions contemplated thereby; and (iv) the signatures and incumbency of the officers,
managers, members, partners or other authorized Persons of such Subsidiary executing any of the Loan Documents, each of which Borrower
hereby certifies to be true and complete, and in full force and effect without modification, it being understood that Lender may
conclusively rely on each such document and certificate until formally advised by Borrower of any changes therein.


 


(f)          Additional
Documents. Such other agreements, documents, instruments, certificates, financial statements, schedules, resolutions, opinions
of counsel, notes and other items which Lender shall require in connection with this Agreement and the other Loan Documents.


 


3.22         Loan
Documents to be Executed by each Credit Party Upon Each Subsequent Advance. As a condition precedent to Lender’s disbursal
or making of additional advances of principal pursuant to this Agreement following the Effective Date, the Credit Parties shall
have executed or caused to be executed and delivered to Lender all of the documents in this Section 3 applicable thereto,
and such documents shall remain in full force and effect as of the date of the subsequent principal advance.


 




    	 	37	 



     


    

 


		4.	NOTES EVIDENCING LOANS.



 


The Revolving Loans
shall be evidenced by the Revolving Note (together with any and all renewal, extension, modification or replacement notes executed
by Borrower and delivered to Lender and given in substitution therefor) duly executed by Borrower, and consented and agreed to
by the Guarantors, and payable to the order of Lender. At the time of the initial disbursement of a Revolving Loan and at each
time an additional Revolving Loan shall be requested hereunder or a repayment made in whole or in part thereon, an appropriate
notation thereof shall be made on the books and records of Lender. All amounts recorded shall be, absent demonstrable error, conclusive
and binding evidence of: (i) the principal amount of the Revolving Loans advanced hereunder; (ii) any unpaid interest owing on
the Revolving Loans; and (iii) all amounts repaid on the Revolving Loans. The failure to record any such amount or any error in
recording such amounts shall not, however, limit or otherwise adversely affect the obligations of Borrower under the Revolving
Note to repay the principal amount of the Revolving Loans, together with all other Obligations.


 


		5.	MANNER OF BORROWING.



 


5.1           Loan
Requests. Subject to Section 2.1(a) and Article 3 hereof, the Loans shall be made available to Borrower in accordance
with the terms and provisions of this Agreement, up to the then applicable Revolving Loan Availability; provided, however,
that, notwithstanding anything contained in this Agreement or any other Loan Documents to the contrary, each Revolving Loan requested
by Borrower under this Agreement shall be subject to Lender’s approval, which approval may be given or withheld in Lender’s
sole and absolute discretion. A Revolving Loan may only be made if no Event of Default shall have occurred or be continuing, and
only if no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute an Event of
Default under this Agreement or the other Loan Documents, and shall be subject to: (i) Lender’s preparation of a Borrowing
Base Certificate, showing that there is borrowing availability under the Revolving Loan Availability and pursuant to a calculation
of the Borrowing Base Amount; and (ii) Receipts deposited into the Lock Box Account, Eligible Accounts and other Collateral being
acceptable to Lender.


 


5.2           Communications.
Lender is authorized to rely on any written, verbal, electronic, telephonic or telecopy loan requests which Lender believes in
its good faith judgment to emanate from the President or Chief Executive Officer, or any other authorized representative of Borrower.
Borrower hereby irrevocably confirms, ratifies and approves all such advances by Lender and Borrower hereby indemnifies Lender
against losses and expenses (including court costs, attorneys’ and paralegals’ fees) and shall hold Lender harmless
with respect thereto.


 




    	 	38	 



     


    

 


		6.	SECURITY FOR THE OBLIGATIONS.



 


6.1           Security
Agreement. To secure the payment and performance by Borrower of the Obligations hereunder, the Borrower and Corporate Guarantor
each grants, under and pursuant to the Security Agreement executed by the Borrower and Corporate Guarantor dated as of the Effective
Date, to Lender, its successors and assigns, an unconditional, continuing, first-priority, perfected security interest in, and
does hereby assign, transfer, mortgage, convey, pledge, hypothecate and set over to Lender, its successors and assigns, all of
the right, title and interest of the Borrower and Corporate Guarantor in and to the Collateral, whether now owned or hereafter
acquired, and all proceeds (including all insurance proceeds) and products of any of the Collateral. At any time upon Lender’s
request, the Credit Parties shall execute and deliver to Lender any other documents, instruments or certificates requested by Lender
for the purpose of properly documenting and perfecting the security interests of Lender in and to the Collateral granted hereunder,
including any additional security agreements, mortgages, control agreements, and financing statements. The Security Agreements
executed by the Credit Parties shall terminate following the full payment and performance of all of the Obligations hereunder and
under any Loan Documents and upon Lender’s express written acknowledgement of such full payment and performance being received
by the Borrower.


 


6.2           Pledge
Agreement. To secure the payment and performance by Borrower of the Obligations hereunder, the Borrower shall grant, under
and pursuant to the Pledge Agreement executed by the Borrower dated as of the Effective Date, to Lender, its successors and assigns,
a continuing, first-priority security interest in, and assignment, transference, mortgage, conveyance, pledge, hypothecation and
set over to Lender, its successors and assigns, all of the Borrower’s right, title and interest in and to all of the shares
and/or membership interests, as applicable, of each Corporate Guarantor. At any time upon Lender’s request, the Borrower
shall execute and deliver to Lender any other documents, instruments or certificates requested by Lender for the purpose of properly
documenting and perfecting the security interests of Lender in and to the shares or membership interests of the Corporate Guarantor
granted hereunder, including any additional pledge agreements and financing statements. The Pledge Agreement executed by the Borrower
shall terminate following the full payment and performance of all of the Obligations hereunder and under any Loan Document and
upon Lender’s express written acknowledgement of such full payment and performance being received by the Borrower.


 




    	 	39	 



     


    

 


6.3           Issuance
of Preferred Stock With Voting Control Upon Default. On the Effective Date, the Borrower’s board of directors shall,
by proper board action or resolution in accordance with applicable law and in form and content acceptable to Lender, authorize
the creation of a newly created series of Preferred Stock of the Borrower with rights and preferences to be approved by Lender,
but that in any event would give the Lender, as holder thereof, voting control of the Borrower (the “Default Preferred”);
provided, however, unless and until an Event of Default occurs, and further provided that the Irrevocable Transfer Agent Instructions
have been executed by the Transfer Agent and delivered to Lender, then: (i) except as may be required by applicable law, the Borrower
shall have the right to not file the certificate of designations for the Default Preferred as part of any filings made by Borrower
with the SEC under the Exchange Act; and (ii) the Default Preferred shall not be deemed issued to Lender. Immediately upon the
occurrence of an Event of Default, Borrower shall: (a) immediately make all filings required in order to formally issue the Default
Preferred to Lender; and (b) the Default Preferred shall be deemed validly issued, fully paid, and non-assessable, and Lender shall
be deemed the holder of record of the Preferred Stock, and entitled to all rights and preferences by virtue thereof, as of the
date of the occurrence of such Event of Default. In the event Borrower fails to immediately make such filings or take any other
action required in order for Lender to be issued and be deemed the holder of the Default Preferred as of the date of the occurrence
of the Event of Default, then the Borrower hereby irrevocably appoints the Lender and its counsel and its representatives, each
as the Borrower’s duly authorized agent and attorney-in-fact for the Borrower for the purposes of make any and all required
filings, authorizing and instructing the Transfer Agent, and otherwise undertake any other required actions to have the Default
Preferred issued to Lender and have the Lender become the owner of record of the Default Preferred as of the date of the occurrence
of the Event of Default. The authorization and power of attorney granted hereby is coupled with an interest and is irrevocable
so long as the Lender has the right to receive the Default Preferred. In this regard, the Borrower hereby confirms to the Transfer
Agent and the Lender that it can NOT and will NOT give instructions, including stop orders or otherwise, inconsistent
with the terms of this Agreement with regard to the matters contemplated herein, and that the Lender shall have the absolute right
to provide a copy of this Agreement to the Transfer Agent as evidence of the Borrower’s irrevocable authority for Lender
and Transfer Agent to issue the Default Preferred to Lender and have the Lender become the owner of record of the Default Preferred
as of the date of the occurrence of the Event of Default, without any further instructions, orders or confirmations from the Borrower.
In addition, the Borrower specifically acknowledges and agrees that in the event of a breach or threatened breach by the Borrower
of any provision of the Section 6.3, the Lender will be irreparably damaged and that damages at law would be an inadequate
remedy if this Agreement were not specifically enforced.  Therefore, in the event of a breach or threatened breach of the
Borrower’s obligations under this Sections 6.3 by the Borrower, the Lender shall be entitled to obtain, in addition
to all other rights or remedies Lender may have, at law or in equity, an injunction restraining such breach, without being required
to show any actual damage or to post any bond or other security, and/or to a decree for specific performance of the provisions
of this Section. Upon Borrower’s compliance with the terms of Section 10.22 hereof, any right of Lender to receive
the Default Preferred shall terminate, and Borrower shall have the right to cancel the authorization of the creation of the Default
Preferred.


 


		7.	REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES.



 


To induce Lender to
make the Loans, the Credit Parties make the following representations and warranties to Lender, each of which shall be true and
correct in all material respects as of the date of the execution and delivery of this Agreement and as of the date of each Revolving
Loan made hereunder, except to the extent such representation expressly relates to an earlier date, and which shall survive the
execution and delivery of this Agreement:


 


7.1           Subsidiaries.
A list of all of the Borrower’s Subsidiaries and each of the Corporate Guarantor’s Subsidiaries are listed on Schedule
7.1 hereto. All of such Subsidiaries are wholly-owned Subsidiaries of the Borrower or the Corporate Guarantor, as applicable,
and except for such Subsidiaries as listed on Schedule 7.1, no Borrower or Corporate Guarantor has any Control over,
any other Person.


 


7.2           Borrower
Organization and Name. Each Credit Party (other than the Individual Guarantors) is a corporation, limited liability company,
or other form of legally recognized entity, as applicable, duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization, and has the full power and authority and all necessary Permits to: (i) enter into and execute
this Agreement and the Loan Documents and to perform all of its obligations hereunder and thereunder; and (ii) own and operate
its assets and properties and to conduct and carry on its business as and to the extent now conducted. Each Credit Party (other
than the Individual Guarantors) is duly qualified to transact business and is in good standing as a foreign corporation, company
or other entity in each jurisdiction where the character of its business or the ownership or use and operation of its assets or
properties requires such qualification. The exact legal names of each of the Credit Parties is as set forth in the first paragraph
of this Agreement, and the Credit Parties do not currently conduct, nor have the Credit Parties conducted, during the last five
(5) years, business under any other name or trade name.


 




    	 	40	 



     


    

 


7.3           Authorization;
Validity. Each Credit Party has full right, power and authority to enter into this Agreement, to make the borrowings and execute
and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the
Loan Documents and no other action or consent on the part of the Credit Parties, their respective board of directors, stockholders,
members, managers, partners, or any other Person is necessary or required by the Credit Parties to execute this Agreement and the
Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder.
The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of
the matters and things herein or therein set forth, violate or contravene any provision of law or of the Credit Parties’
articles of incorporation, bylaws, operating agreement, partnership agreement, or other governing documents. All necessary and
appropriate action has been taken on the part of the Credit Parties to authorize the execution and delivery of this Agreement and
the Loan Documents and the issuance of the Revolving Note. This Agreement and the Loan Documents are valid and binding agreements
and contracts of the Credit Parties, enforceable against the Credit Parties in accordance with their respective terms, except to
the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted
for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by
equitable principles which may affect the availability of specific performance and other equitable remedies. The Credit Parties
do not know of any reason why the Credit Parties cannot perform any of its obligations under this Agreement, the Loan Documents
or any related agreements.


 




    	 	41	 



     


    

 


7.4           Capitalization.
The authorized capital stock or other capitalization of each Credit Party (other than the Individual Guarantors), as applicable,
is as set forth in Schedule 7.4(a) attached hereto. Schedule 7.4(a) shall specify, for each Credit
Party, the total number of authorized shares of capital stock or other securities (or functional equivalents thereof in the applicable
jurisdiction), and of such authorized shares or securities, the number which are designated as Common Stock, the number designated
as preferred stock (the “Preferred Stock”), or any other applicable designations. Schedule 7.4(a)
shall also specify, for each Credit Party, as applicable, as of the date hereof, the number of shares of Common Stock issued and
outstanding and the number of shares of Preferred Stock issued and outstanding, or, if applicable, the number and classes of other
securities issued and outstanding, and the names and amounts of such stock other securities owned by each Person who is a stockholder
or owner of other securities in any Credit Party. All of the outstanding shares of capital stock or other securities of each Credit
Party are validly issued, fully paid and non-assessable, have been issued in compliance with all foreign, federal and state securities
laws and none of such outstanding shares or other securities were issued in violation of any preemptive rights or similar rights
to subscribe for or purchase securities. As of the date of this Agreement, no shares of capital stock or other securities of any
Credit Party are subject to preemptive rights or any other similar rights or any Liens suffered or permitted by any Credit Parties.
The Common Stock is currently quoted by the Principal Trading Market on the Pink Sheets under the trading symbol “TAER”.
The Borrower has received no notice, either oral or written, with respect to the continued eligibility of the Common Stock for
quotation on the Principal Trading Market, and the Borrower has maintained all requirements on its part for the continuation of
such quotation. Except for the securities to be issued pursuant to this Agreement, and except as set forth in Schedule 7.4(b),
as of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock or other securities
of any Credit Party, or contracts, commitments, understandings or arrangements by which any Credit Party is or may become bound
to issue additional shares of capital stock or other securities of any Credit Party, or options, warrants, scrip, rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital
stock or other securities of any Credit Party; (ii) there are no outstanding debt securities, notes, credit agreements, credit
facilities or other contracts or instruments evidencing Funded Indebtedness of any Credit Party, or by which any Credit Party is
or may become bound; (iii) there are no outstanding registration statements with respect to any Credit Party or any of its
securities and there are no outstanding comment letters from any Governmental Authority with respect to any securities of any Credit
Party; (iv) there are no agreements or arrangements under which any Credit Party is obligated to register the sale of any
of its securities under the Securities Act or any other laws of any Governmental Authority; (v) there are no financing statements
or other security interests or Liens filed with any Governmental Authority securing any obligations of any Credit Party, or filed
in connection with any assets or properties of any Credit Party; (vi) there are no securities or instruments containing anti-dilution
or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions
described herein or therein; and (vii) there are no outstanding securities or instruments of any Credit Party which contain any
redemption or similar provisions, and there are no contracts or agreements by which any Credit Party is or may become bound to
redeem a security of any Credit Party. Borrower has furnished to the Lender true, complete and correct copies of, as applicable,
each Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws,
operating agreement, partnership agreement, certificate of organization or similar organizational and governing documents. Except
for the documents delivered to Lender in accordance with the immediately preceding sentence, there are no other shareholder agreements,
voting agreements, operating agreements, or other contracts or agreements of any nature or kind that restrict, limit or in any
manner impose obligations, restrictions or limitations on the governance of any Credit Party.


 




    	 	42	 



     


    

 


7.5           No
Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the
consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute
a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates
of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing
or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon
lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or
cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their
assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice,
upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever;
(iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States
federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty
or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any
Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of
incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate
of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach
(and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and
the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination,
amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property
or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted,
in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit
Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in
order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with
the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately
preceding sentence have been obtained or effected on or prior to the Effective Date.


 


7.6           Issuance
of Securities. The Advisory Fee Shares, and Series A Conversion Shares issued upon conversion of any Advisory Fee Shares, are
duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and non-assessable, and
free from all Liens, claims, charges, taxes, or other encumbrances with respect to the issue thereof, and will be issued in compliance
with all applicable United States federal and state securities laws and the laws of any foreign jurisdiction applicable to the
issuance thereof. Any shares issuable upon conversion of the Revolving Note, in accordance with the terms of the Revolving Note,
are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and non-assessable,
and free from all Liens, claims, charges, taxes, or other encumbrances with respect to the issue thereof, and will be issued in
compliance with all applicable United States federal and state securities laws and the laws of any foreign jurisdiction applicable
to the issuance thereof. The issuance of the Revolving Note, any shares issuable pursuant to the Revolving Note, the Advisory Fee
Shares, and any shares issuable upon conversion of the Advisory Fee Shares, are and will be exempt from: (i) the registration and
prospectus delivery requirements of the Securities Act; (ii) the registration and/or qualification provisions of all applicable
state and provincial securities and “blue sky” laws; and (iii) any similar registration or qualification requirements
of any foreign jurisdiction or other Governmental Authority.


 




    	 	43	 



     


    

 


7.7           Compliance
With Laws. The nature and transaction of the Credit Parties’ business and operations and the use of its properties and
assets, including the Collateral or any real estate owned, leased, or occupied by the Credit Parties, do not and during the term
of the Loans shall not, violate or conflict with any applicable law, statute, ordinance, rule, regulation or order of any kind
or nature, including the provisions of the Fair Labor Standards Act or any zoning, land use, building, noise abatement, occupational
health and safety or other laws, any Permit or any condition, grant, easement, covenant, condition or restriction, whether recorded
or not, except to the extent such violation or conflict would not result in a Material Adverse Effect.


 


7.8           Environmental
Laws and Hazardous Substances. Except to the extent that any of the following would not have a Material Adverse Effect (including
financial reserves, insurance policies and cure periods relating to compliance with applicable laws and Permits) and are used in
such amounts as are customary in the Ordinary Course of Business in compliance with all applicable Environmental Laws, the Credit
Parties represent and warrant to Lender that, to the best knowledge of each of the Credit Parties: (i) the Credit Parties have
not generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials, on or
off any of the premises of the Credit Parties (whether or not owned by the Credit Parties) in any manner which at any time violates
any Environmental Law or any Permit, certificate, approval or similar authorization thereunder; (ii) the operations of the Credit
Parties comply in all material respects with all Environmental Laws and all Permits certificates, approvals and similar authorizations
thereunder; (iii) there has been no investigation, Proceeding, complaint, order, directive, claim, citation or notice by any Governmental
Authority or any other Person, nor is any of same pending or, to Credit Parties’ knowledge, threatened; and (iv) the Credit
Parties do not have any liability, contingent or otherwise, in connection with a release, spill or discharge, threatened or actual,
of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal
of any Hazardous Material.


 


7.9           Collateral
Representations. No Person other than the Credit Parties, owns or has other rights in the Collateral, and the Collateral is
valid and genuine Collateral, free from any Lien of any kind, other than the Lien of Lender and Permitted Liens.


 


7.10         Financial
Statements. The Borrower has delivered to the Lender an unaudited consolidated Balance Sheet, Statement of Income, and Statement
of Cash Flows for the period ending November 30, 2015 (collectively, together with any financial statements filed by the Borrower
with the SEC, any Principal Trading Market, or any other Governmental Authority, if applicable, the “Financial Statements”).
The Financial Statements have been prepared in accordance with GAAP, consistently applied, during the periods involved (except:
(i) as may be otherwise indicated in such Financial Statements or the notes thereto; or (ii) in the case of unaudited interim statements,
to the extent they may exclude footnotes or may be condensed or summary statements), and fairly and accurately present in all material
respects the consolidated financial position of the Credit Parties as of the dates thereof and the consolidated results of its
operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
To the best knowledge of the Credit Parties, no other information provided by or on behalf of the Credit Parties to the Lender,
either as a disclosure schedule to this Agreement, or otherwise in connection with Lender’s due diligence investigation of
the Credit Parties, contains any untrue statement of a material fact or omits to state any material fact necessary in order to
make the statements therein, in the light of the circumstance under which they are or were made, not misleading.


 




    	 	44	 



     


    

 


7.11         Public
Documents. The Common Stock of the Borrower is registered pursuant to Section 12 of the Exchange Act and the Borrower is subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The Borrower has timely filed all reports, schedules,
forms, statements and other documents required to be filed by it with the SEC, the Principal Trading Market, or any other Governmental
Authority, as applicable (all of the foregoing filed within the two (2) years preceding the date hereof or amended after the date
hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference
therein, being hereinafter referred to as the “Public Documents”). The Borrower is current with its filing
obligations with the SEC, the Principal Trading Market, or any other Governmental Authority, as applicable, and all Public Documents
have been filed on a timely basis by the Borrower. The Borrower represents and warrants that true and complete copies of the Public
Documents are available on the SEC website or the Principal Trading Market website, as applicable (www.sec.gov, or www.otcmarkets.com)
at no charge to Lender, and Lender acknowledges that it may retrieve all Public Documents from such websites and Lender’s
access to such Public Documents through such website shall constitute delivery of the Public Documents to Lender; provided, however,
that if Lender is unable to obtain any of such Public Documents from such websites at no charge, as result of such websites not
being available or any other reason beyond Lender’s control, then upon request from Lender, the Borrower shall deliver to
Lender true and complete copies of such Public Documents. The Borrower shall also deliver to Lender true and complete copies of
all draft filings, reports, schedules, statements and other documents required to be filed with the requirements of the Principal
Trading Market that have been prepared but not filed with the Principal Trading Market as of the date hereof. None of the Public
Documents, at the time they were filed with the SEC, the Principal Trading Market, or other Governmental Authority, as applicable,
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the
statements made in any such Public Documents is, or has been, required to be amended or updated under applicable law (except for
such statements as have been amended or updated in subsequent filings prior the date hereof, which amendments or updates are also
part of the Public Documents). As of their respective dates, the consolidated financial statements of the Borrower and its Subsidiaries
included in the Public Documents complied in all material respects with applicable accounting requirements and any published rules
and regulations of the SEC and Principal Trading Market with respect thereto.


 


7.12         Absence
of Certain Changes. Since the date of the most recent of the Financial Statements, none of the following have occurred:


 


(a)          There
has been no event or circumstance of any nature whatsoever that has resulted in, or could reasonably be expected to result in,
a Material Adverse Effect; or


 


(b)          Any
transaction, event, action, development, payment, or any other matter of any nature whatsoever entered into by the Credit Parties
other than in the Ordinary Course of Business of the Credit Parties.


 


7.13         Litigation
and Taxes. There is no Proceeding pending, or to the best knowledge of the Credit Parties, threatened, against any Credit Party
or its officers, managers, members, shareholders or other principals, or against or affecting any of its assets. In addition, there
is no outstanding judgments, orders, writs, decrees or other similar matters or items against or affecting the Credit Parties,
its business or assets. The Credit Parties have not received any material complaint from any Customer, supplier, vendor or employee.
The Credit Parties have duly filed all applicable income or other tax returns and has paid all income or other taxes when due.
There is no Proceeding, controversy or objection pending or threatened in respect of any tax returns of the Credit Parties.


 




    	 	45	 



     


    

 


7.14         Event
of Default. No Event of Default has occurred and is continuing, and no event has occurred and is continuing which, with the
lapse of time, the giving of notice, or both, would constitute such an Event of Default under this Agreement or any of the other
Loan Documents, and the Credit Parties are not in default (without regard to grace or cure periods) under any contract or agreement
to which it is a party or by which any of their respective assets are bound.


 


7.15         ERISA
Obligations. To the best knowledge of each of the Credit Parties, all Employee Plans of the Credit Parties meet the minimum
funding standards of Section 302 of ERISA, where applicable, and each such Employee Plan that is intended to be qualified within
the meaning of Section 401 of the Internal Revenue Code of 1986 is qualified. No withdrawal liability has been incurred under any
such Employee Plans and no “Reportable Event” or “Prohibited Transaction” (as such terms are defined in
ERISA), has occurred with respect to any such Employee Plans, unless approved by the appropriate Governmental Authority. To the
best knowledge of each of the Credit Parties, the Credit Parties have promptly paid and discharged all obligations and liabilities
arising under the ERISA of a character which if unpaid or unperformed might result in the imposition of a Lien against any of its
properties or assets.


 


7.16         Adverse
Circumstances. No condition, circumstance, event, agreement, document, instrument, restriction, litigation or Proceeding (or
threatened litigation or Proceeding or basis therefor) exists which: (i) could adversely affect the validity or priority of the
Liens granted to Lender under the Loan Documents; (ii) could adversely affect the ability of the Credit Parties to perform its
obligations under the Loan Documents; (iii) would constitute a default under any of the Loan Documents; (iv) would constitute such
a default with the giving of notice or lapse of time or both; or (v) would constitute or give rise to a Material Adverse Effect.


 


7.17         Liabilities
and Indebtedness of the Borrower. Except as set forth in Schedule 7.17, the Credit Parties do not have any Funded
Indebtedness or any liabilities or obligations of any nature whatsoever, except: (i) as disclosed in the Financial Statements;
or (ii) liabilities and obligations incurred in the Ordinary Course of Business since the date of the last Financial Statements
which do not or would not, individually or in the aggregate, exceed Ten Thousand and No/100 United States Dollars (US$10,000.00)
or otherwise have a Material Adverse Effect.


 


7.18         Real
Estate.


 


(a)          Real
Property Ownership. Except for the Credit Party Leases and as otherwise disclosed in Schedule 7.18, Borrower
does not own any Real Property.


 




    	 	46	 



     


    

 


(b)          Real
Property Leases. Except for ordinary leases for office space from which the Credit Parties conduct its business (the “Credit
Party Leases”), the Credit Parties do not lease any other Real Property. With respect to each of the Credit Party
Leases: (i) the Credit Parties have been in peaceful possession of the property leased thereunder and neither the Credit Parties
nor the landlord is in default thereunder; (ii) no waiver, indulgence or postponement of any of the obligations thereunder has
been granted by the Credit Parties or landlord thereunder; and (iii) there exists no event, occurrence, condition or act known
to the officers or directors of the Credit Parties which, upon notice or lapse of time or both, would be or could become a default
thereunder or which could result in the termination of the Credit Party Leases, or any of them, or have a Material Adverse Effect.
The Credit Parties have not violated nor breached any provision of any such Credit Party Leases, and all obligations required to
be performed by the Credit Parties under any of such Credit Party Leases have been fully, timely and properly performed. The Credit
Parties have delivered to the Lender true, correct and complete copies of all Credit Party Leases, including all modifications
and amendments thereto, whether in writing or otherwise. The Credit Parties have not received any written or oral notice to the
effect that any of the Credit Party Leases will not be renewed at the termination of the term of such Credit Party Leases, or that
the Credit Party Leases will be renewed only at higher rents.


 


7.19         Material
Contracts. An accurate, current and complete copy of each of the Material Contracts has been furnished to Lender, and each
of the Material Contracts constitutes the entire agreement of the respective parties thereto relating to the subject matter thereof.
There are no outstanding offers, bids, proposals or quotations made by any Credit Party which, if accepted, would create a Material
Contract with any Credit Party. Each of the Material Contracts is in full force and effect and is a valid and binding obligation
of the parties thereto in accordance with the terms and conditions thereof. To the best knowledge of each Credit Party, all obligations
required to be performed under the terms of each of the Material Contracts by any party thereto have been fully performed by all
parties thereto, and no party to any Material Contracts is in default with respect to any term or condition thereof, nor has any
event occurred which, through the passage of time or the giving of notice, or both, would constitute a default thereunder or would
cause the acceleration or modification of any obligation of any party thereto or the creation of any Lien, claim, charge or other
encumbrance upon any of the assets or properties of any Credit Party. Further, no Credit Party has received any notice, nor does
any Credit Party have any knowledge, of any pending or contemplated termination of any of the Material Contracts and, no such termination
is proposed or has been threatened, whether in writing or orally.


 


7.20         Title
to Assets. The Credit Parties have good and marketable title to, or a valid leasehold interest in, all of its assets and properties
which are material to its business and operations as presently conducted, free and clear of all Liens, claims, charges or other
encumbrances or restrictions on the transfer or use of same. Except as would not have a Material Adverse Effect, the assets and
properties of each Credit Party are in good operating condition and repair, ordinary wear and tear excepted, and are free of any
latent or patent defects which might impair their usefulness, and are suitable for the purposes for which they are currently used
and for the purposes for which they are proposed to be used.


 




    	 	47	 



     


    

 


7.21         Intellectual
Property. The Credit Parties own or possess adequate and legally enforceable rights or licenses to use all trademarks, trade
names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and all other intellectual property rights necessary to conduct its business as now
conducted (collectively, the “IP Rights”). All IP Rights, and any federal, state, local or foreign patent
and trademark office, or functional equivalent thereof where any such IP Rights may be filed or registered, is set forth in Schedule
7.21. All of the IP Rights are owned by the Credit Parties, except for IP rights licensed by the Credit Parties, which
licensed IP Rights are specifically outlined and described in Schedule 7.21. If any IP Rights are licensed by any
Credit Party, the underlying license agreement or other agreement pursuant to which such IP Rights are licensed (collectively,
the “License Agreements”), permits Lender to encumber such License Agreements without any further consent
or approval of any other Person, including the underlying owner of such IP Rights, such that if there was an Event of Default and
Lender foreclosed on all Collateral, Lender would have the right to use such IP Rights under the License Agreements, subject only
to Lender’s obligation to comply with the terms of such License Agreements. The Credit Parties do not have any knowledge
of any infringement by any Credit Party of any IP Rights of others, and, to the knowledge of the Credit Parties, there is no claim,
demand or Proceeding, or other demand of any nature being made or brought against, or to any Credit Party’s knowledge, being
threatened against, any Credit Party regarding IP Rights or other intellectual property infringement; and is the Credit Parties
are not aware of any facts or circumstances which might give rise to any of the foregoing.


 


7.22         Labor
and Employment Matters. The Credit Parties are not involved in any labor dispute or, to the knowledge of the Credit Parties,
is any such dispute threatened. To the knowledge of the Credit Parties and its officers, none of the employees of any Credit Party
is a member of a union and the Credit Parties believe that its relations with its employees are good. To the knowledge of the Credit
Parties and its officers, the Credit Parties have complied in all material respects with all laws, rules, ordinances and regulations
relating to employment matters, civil rights and equal employment opportunities.


 


7.23         Insurance.
The Credit Parties are each covered by valid, outstanding and enforceable policies of insurance which were issued to it by reputable
insurers of recognized financial responsibility, covering its properties, assets and business against losses and risks normally
insured against by other corporations or entities in the same or similar lines of businesses as the Credit Parties are engaged
and in coverage amounts which are prudent and typically and reasonably carried by such other corporations or entities (the “Insurance
Policies”). Such Insurance Policies are in full force and effect, and all premiums due thereon have been paid. None
of the Insurance Policies will lapse or terminate as a result of the transactions contemplated by this Agreement. The Credit Parties
have complied with the provisions of such Insurance Policies. The Credit Parties have not been refused any insurance coverage sought
or applied for and the Credit Parties do not have any reason to believe that it will not be able to renew its existing Insurance
Policies as and when such Insurance Policies expire or to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings,
business or operations of the Credit Parties.


 


7.24         Permits.
The Credit Parties possess all Permits necessary to conduct its business, and the Credit Parties have not received any notice of,
or is otherwise involved in, any Proceedings relating to the revocation or modification of any such Permits. All such Permits are
valid and in full force and effect and the Credit Parties are in full compliance with the respective requirements of all such Permits.


 


7.25         Lending
Relationship. The Credit Parties acknowledge and agree that the relationship hereby created with Lender is and has been conducted
on an open and arm’s length basis in which no fiduciary relationship exists and that Borrower has not relied, nor is relying
on, any such fiduciary relationship in executing this Agreement and in consummating the Loans.


 




    	 	48	 



     


    

 


7.26         Compliance
with Regulation U. No portion of the proceeds of the Loans shall be used by Borrower, or any Affiliates of Borrower, either
directly or indirectly, for the purpose of purchasing or carrying any margin stock, within the meaning of Regulation U as adopted
by the Board of Governors of the Federal Reserve System.


 


7.27         Governmental
Regulation. The Credit Parties are not, nor after giving effect to any Loan, will be, subject to regulation under the Public
Utility Holding Borrower Act of 1935, the Federal Power Act or the Investment Company Act of 1940 or to any federal or state statute
or regulation limiting its ability to incur indebtedness for borrowed money.


 


7.28         Bank
Accounts. Schedule 7.28 sets forth, with respect to each account of the Credit Parties with any bank, broker,
Payment Processing Company, or other depository institution: (i) the name and account number of such account; (ii) the name and
address of the institution where such account is held; (iii) the name of any Person(s) holding a power of attorney with respect
to such account, if any; and (iv) the names of all authorized signatories and other Persons authorized to withdraw funds from each
such account.


 


7.29         Places
of Business. The principal place of business of each of the Credit Parties is set forth on Schedule 7.29 and
the Credit Parties shall promptly notify Lender of any change in such location. The Credit Parties will not remove or permit the
Collateral to be removed from such locations without the prior written consent of Lender, except for: (i) certain heavy equipment
kept at third party sites when conducting business or maintenance; (ii) vehicles, containers and rolling stock; (iii) Inventory
sold or leased in the Ordinary Course of Business of the Credit Parties; and (iv) temporary removal of Collateral to other locations
for repair or maintenance as may be required from time to time in each instance in the Ordinary Course of Business of the Credit
Parties.


 


7.30         Illegal
Payments. Neither the Credit Parties, nor any director, officer, member, manager, agent, employee or other Person acting on
behalf of the Credit Parties has, in the course of his actions for, or on behalf of, the Credit Parties: (i) used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any
direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated
or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any bribe, rebate,
payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


7.31         Related
Party Transactions. Except for arm’s length transactions pursuant to which the Credit Parties make payments in the Ordinary
Course of Business of the Credit Parties upon terms no less favorable than the Credit Parties could obtain from third parties,
none of the officers, directors, managers, or employees of the Credit Parties, nor any stockholders, members or partners who own,
legally or beneficially, five percent (5%) or more of the ownership interests of the Credit Parties (each a “Material
Shareholder”), is presently a party to any transaction with the Credit Parties (other than for services as employees,
officers and directors), including any contract providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from, any officer, director or such employee or Material
Shareholder or, to the best knowledge of the Credit Parties, any other Person in which any officer, director, or any such employee
or Material Shareholder has a substantial or material interest in or of which any officer, director or employee of Borrower or
Material Shareholder is an officer, director, trustee or partner. There are no claims, demands, disputes or Proceedings of any
nature or kind between the Credit Parties and any officer, director or employee of the Credit Parties or any Material Shareholder,
or between any of them, relating to the Credit Parties.


 




    	 	49	 



     


    

 


7.32         Internal
Accounting Controls. The Credit Parties maintain a system of internal accounting controls sufficient to provide reasonable
assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.


 


7.33         Brokerage
Fees. There is no Person acting on behalf of the Credit Parties who is entitled to or has any claim for any brokerage or finder’s
fee or commission in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby.


 


7.34         Acknowledgment
Regarding Lender’s Loans. The Credit Parties acknowledge and agree that Lender is acting solely in the capacity of an
arm’s length lender with respect to this Agreement and the transactions contemplated hereby. The Credit Parties further acknowledge
that Lender is not acting as a financial advisor or fiduciary of the Credit Parties (or in any similar capacity) with respect to
this Agreement and the transactions contemplated hereby and any advice given by Lender or any of its representatives or agents
in connection with this Agreement and the transactions contemplated hereby is merely incidental to the making of the Loans hereunder
by Lender. The Credit Parties further represent to Lender that the Credit Parties’ decision to enter into this Agreement
has been based solely on the independent evaluation by the Credit Parties and its representatives.


 


7.35         Seniority.
No Funded Indebtedness or other equity or debt security of the Credit Parties is senior to the Obligations in right of payment,
whether with respect to interest or upon liquidation or dissolution, or otherwise.


 


7.36         No
General Solicitation. Neither the Credit Parties, nor any of its Affiliates, nor any Person acting on its or their behalf,
has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities
Act) in connection with the offer or issuance of the Revolving Note.


 


7.37         No
Integrated Offering. Neither the Credit Parties, nor any of its Affiliates, nor any Person acting on its or their behalf has,
directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
that would require registration of the Revolving Note under the Securities Act or any similar laws of any foreign jurisdiction,
or cause this offering of such securities to be integrated with prior offerings by the Credit Parties for purposes of the Securities
Act or any similar laws of any foreign jurisdiction.


 




    	 	50	 



     


    

 


7.38         Private
Placement. Assuming the accuracy of the Lender’s representations and warranties set forth in Section 8 below,
no registration under the Securities Act or the laws, rules or regulation of any other Governmental Authority is required for the
issuance of the Revolving Note.


 


7.39         Complete
Information. This Agreement and all financial statements, schedules, certificates, confirmations, agreements, contracts, and
other materials submitted to Lender in connection with or in furtherance of this Agreement by or on behalf of the Credit Parties
fully and fairly states the matters with which they purport to deal, and do not misstate any material fact nor, separately or in
the aggregate, fail to state any material fact necessary to make the statements made not misleading.


 


7.40         Interpretation;
Reliance; Survival. Each warranty and representation made by the Credit Parties in this Agreement or pursuant hereto, or in
any other Loan Documents, is independent of all other warranties and representations made by the Credit Parties in this Agreement
or pursuant hereto, or in any other Loan Documents (whether or not covering identical, related or similar matters) and must be
independently and separately satisfied. Exceptions or qualifications to any such warranty or representation shall not be construed
as exceptions or qualifications to any other warranty or representation. Notwithstanding any investigation made by Lender or any
of its agents or representatives, or any rights to conduct such investigations, and notwithstanding any knowledge of facts determined
or determinable by Lender as a result of such investigation or right of investigation, the Lender has the unqualified right to
rely upon the representations and warranties made by the Credit Parties in this Agreement and in the Schedules attached hereto
or pursuant hereto, or in any other Loan Documents. Each and every representation and warranty of the Credit Parties made herein,
pursuant hereto, or in any other Loan Documents has been relied upon by Lender, and is material to the decision of the Lender to
enter into this Agreement and to make the Loans contemplated herein. All representations and warranties of the Credit Parties made
in this Agreement or pursuant hereto, or in any other Loan Documents, shall survive the Effective Date, the consummation of any
Loans made hereunder, and any investigation, and shall be deemed and construed as continuing representations and warranties.


 


		8.	REPRESENTATIONS AND WARRANTIES OF LENDER.



 


Lender
makes the following representations and warranties to the Borrower, each of which shall be true and correct in all material respects
as of the date of the execution and delivery of this Agreement and as of the date of each Loan made hereunder, except to the extent
such representation expressly relates to an earlier date, and which shall survive the execution and delivery of this Agreement:


 


8.1           Investment
Purpose. Lender is acquiring the Revolving Note for its own account, for investment only and not with a view towards, or for
resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities
Act.


 




    	 	51	 



     


    

 


8.2           Accredited
Investor Status. Lender is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D promulgated
under the Securities Act.


 


8.3           Reliance
on Exemptions. Lender understands that the Revolving Note is being offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that Borrower is relying in part upon
the truth and accuracy of, and Lender’s compliance with, the representations, warranties, agreements, acknowledgments and
understandings of Lender set forth herein in order to determine the availability of such exemptions and the eligibility of Lender
to acquire such securities.


 


8.4           Information.
Lender has been furnished with all materials it has requested relating to the business, finances and operations of the Credit Parties
and information deemed material by Lender to making an informed investment decision regarding the Revolving Note. Lender has been
afforded the opportunity to ask questions of the Credit Parties and its management. Neither such inquiries nor any other due diligence
investigations conducted by Lender or its representatives shall modify, amend or affect Lender’s right to rely on the Credit
Parties’ representations and warranties contained in Article 7 above or elsewhere in this Agreement or in any other
Loan Documents. Lender understands that its investment in the Revolving Note involves a high degree of risk. Lender is in a position
regarding the Credit Parties, which, based upon economic bargaining power, enabled and enables Lender to obtain information from
the Credit Parties in order to evaluate the merits and risks of this investment. Lender has sought such accounting, legal and tax
advice, as it has considered necessary to make an informed investment decision with respect to the Revolving Note.


 


8.5           No
Governmental Review. Lender understands that no United States federal or state agency or any other Governmental Authority has
passed on or made any recommendation or endorsement of the Revolving Note, or the fairness or suitability of the investment in
the Revolving Note, nor have such authorities passed upon or endorsed the merits of the offering of the Revolving Note.


 


8.6           Transfer
or Resale. Lender understands that: (i) the Revolving Note has not been and is not being registered under the Securities Act
or any other foreign or state securities laws, and may not be offered for sale, sold, assigned or transferred unless: (A) subsequently
registered thereunder; or (B) such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant
to an exemption from such registration requirements; and (ii) neither the Credit Parties nor any other Person is under any obligation
to register such securities under the Securities Act or any foreign or state securities laws or to comply with the terms and conditions
of any exemption thereunder, except as otherwise set forth in this Agreement.


 


8.7           Authorization,
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of Lender and is a valid
and binding agreement of Lender enforceable in accordance with its terms, except as such enforceability may be limited by general
principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating
to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 




    	 	52	 



     


    

 


8.8           Due
Formation of Lender. Lender is an entity that has been formed and validly exists and has not been organized for the specific
purpose of purchasing the Revolving Note and is not prohibited from doing so.


 


8.9           No
Legal Advice from Credit Parties. Lender acknowledges that it had the opportunity to review this Agreement and the transactions
contemplated by this Agreement with his or its own legal counsel and investment and tax advisors. Lender is relying solely on such
counsel and advisors and not on any statements or representations of the Credit Parties or any of its representatives or agents
for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities
laws of any jurisdiction; provided, however, the foregoing shall not modify, amend or affect Lender’s right to rely on the
Credit Parties’ representations and warranties contained in Article 7 above or in any other Loan Documents.


 


		9.	NEGATIVE COVENANTS.



 


9.1           Indebtedness.
The Credit Parties shall not, either directly or indirectly, create, assume, incur or have outstanding any Funded Indebtedness
(including purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any debt or
obligation of any other Person, except:


 


(a)          the
Obligations;


 


(b)          endorsement
for collection or deposit of any commercial paper secured in the Ordinary Course of Business of the Credit Parties;


 


(c)          obligations
for taxes, assessments, municipal or other governmental charges; provided, the same are being contested in good faith by
appropriate Proceedings and are insured against or bonded over to the satisfaction of Lender;


 


(d)          obligations
for accounts payable, other than for money borrowed, incurred in the Ordinary Course of Business of the Credit Parties; provided
that any fees or other sums, other than salary accrued in the Credit Parties’ Ordinary Course of Business, payable by the
Credit Parties to any officer, director, member, manager, principal, or Material Shareholder, shall be fully subordinated in right
of payment to the prior payment in full of the Obligations hereunder;


 


(e)          unsecured
intercompany Funded Indebtedness incurred in the Ordinary Course of Business of the Credit Parties;


 


(f)          Funded
Indebtedness existing on the Effective Date and set forth in the Financial Statements, including any extensions or refinancings
of the foregoing, which do not increase the principal amount of such Funded Indebtedness as of the date of such extension or refinancing;
provided such Funded Indebtedness is subordinated to the Obligations owed to Lender pursuant to a subordination agreement, in form
and content acceptable to Lender in its sole discretion, which shall include an indefinite standstill on remedies and payment blockage
rights during any default;


 




    	 	53	 



     


    

 


(g)          Funded
Indebtedness consisting of Capital Lease obligations or secured by Permitted Liens of the type described in clause (vii) of the
definition thereof not to exceed Fifty Thousand and No/100 United States Dollars (US$50,000.00) in the aggregate at any time;


 


(h)          Contingent
Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions
permitted hereunder;


 


(i)          Contingent
Liabilities incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar
obligations;


 


(j)          Contingent
Liabilities arising under indemnity agreements to title insurers to cause such title insurers to issue to Lender title insurance
policies; and


 


(k)          As
may otherwise be approved by Lender in writing, such approval not to be unreasonably withheld.


 


9.2           Encumbrances.
The Credit Parties shall not, either directly or indirectly, create, assume, incur or suffer or permit to exist any Lien or charge
of any kind or character upon any asset of the Credit Parties, whether owned at the date hereof or hereafter acquired, except Permitted
Liens or as otherwise authorized by Lender in writing.


 


9.3           Investments.
The Credit Parties shall not, either directly or indirectly, make or have outstanding any new investments (whether through purchase
of stocks, obligations or otherwise) in, or loans or advances to, any other Person, or acquire all or any substantial part of the
assets, business, stock or other evidence of beneficial ownership of any other Person, except following:


 


(a)          The
stock or other ownership interests in a Subsidiary existing as of the Effective Date;


 


(b)          investments
in direct obligations of the United States or any state in the United States;


 


(c)          trade
credit extended by the Credit Parties in the Ordinary Course of Business of the Credit Parties;


 


(d)          investments
in securities of Customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency
of such Customers;


 


(e)          investments
existing on the Effective Date and set forth in the Financial Statements;


 


(f)          Contingent
Liabilities permitted pursuant to Section 9.1; or


 


(g)          Capital
Expenditures permitted under Section 9.5.


 




    	 	54	 



     


    

 


9.4           Transfer;
Merger. The Credit Parties shall not, either directly or indirectly, permit a Change in Control, merge, consolidate, sell,
transfer, license, lease, encumber or otherwise dispose of all or any part of its property or business or all or any substantial
part of its assets, or sell or discount (with or without recourse) any of its Notes (as defined in the UCC), Chattel Paper, Payment
Intangibles or Accounts; provided, however, that the Credit Parties may:


 


(a)          sell
or lease Inventory and Equipment in the Ordinary Course of Business of the Credit Parties;


 


(b)          upon
not less than three (3) Business Days’ prior written notice to Lender, any Subsidiary of Borrower may merge with (so long
as the Borrower remains the surviving entity), or dissolve or liquidate into, or transfer its property to Borrower;


 


(c)          dispose
of used, worn-out or surplus equipment in the Ordinary Course of Business of the Credit Parties;


 


(d)          discount
or write-off overdue Accounts for collection in the Ordinary Course of Business of the Credit Parties;


 


(e)          sell
or otherwise dispose (including cancellation of Funded Indebtedness) of any Investment permitted under Section 9.3 in the
Ordinary Course of Business of the Credit Parties; and


 


(f)          grant
Permitted Liens.


 


9.5           Capital
Expenditures. Without Lender’s prior written consent, the Credit Parties shall not make or incur obligations for any
Capital Expenditures.


 


9.6           Issuance
of Stock. The Credit Parties shall not either directly or indirectly, issue or distribute any additional capital stock or other
securities (including any securities convertible or exercisable into capital stock or other securities) of any Credit Party without
the prior written consent of Lender, such consent not to be unreasonably withheld, except that Borrower may issue its capital stock
or other securities without Lender’s prior approval (but subject to immediate notice of such issuance to Lender upon any
such issuance): (i) in connection with any institutional capital raise pursuant to which Borrower is issuing any capital stock
or other securities (including any securities convertible or exercisable into capital stock), but only if and to the extent that
all of the outstanding Obligations hereunder shall be paid off in full directly from the proceeds of such capital raise (such payment
of the Obligations to occur directly from the proceeds of such capital raise before such proceeds are paid to Borrower); (ii) upon
the exercise of any warrants or stock options issued by Borrower prior to the Closing Date and disclosed on Schedule 7.4(a);
(iii) options or other securities issued in connection with any employee stock option plan approved by an independent compensation
committee of the board of directors comprised solely of disinterested and independent members; (iv) if the capital stock so issued
is Common Stock issued under an effective registration statement filed on Form S-8 and used for payment of legitimate services
actually provided to the Borrower in the Ordinary Course of Business; (v) upon the conversion of any convertible debt of the Borrower
that is existing as of the Effective Date, but only so long as: (A) no Event of Default shall have occurred or be continuing under
this Agreement or any other Loan Documents, and no event shall have occurred that, with the passage of time, the giving of notice,
or both, would constitute an Event of Default hereunder or thereunder; and (B) there is no Change in Control from any such issuances;
or (vi) as required in connection with the documents underlying Borrower’s acquisition of certain assets of Demansys Energy,
Inc.


 




    	 	55	 



     


    

 


9.7           Distributions;
Restricted Payments; Change in Management. The Credit Parties shall not: (i) purchase or redeem any shares of its capital stock
or other securities, or declare or pay any dividends or distributions, whether in cash or otherwise, set aside any funds for any
such purpose, or make any distribution of any kind to its shareholders, partners, or members, make any distribution of its property
or assets, or make any loans, advances or extensions of credit to, or investments in, any Persons, including such Credit Parties’
Affiliates, officers, directors, members, managers, principals, Material Shareholders, or employees, without the prior written
consent of Lender; (ii) make any payments of any Funded Indebtedness other than as specifically permitted under the Use of Proceeds
Confirmation and as otherwise permitted hereunder; (iii) increase the annual salary paid to any officers of the Credit Parties
as of the Effective Date, unless any such increase is part of a written employment contract with any such officers entered into
prior to the Effective Date, a copy of which has been delivered to and approved by the Lender; or (iv) add, replace, remove, or
otherwise change any officers, managers, senior management positions or Persons with authority to bind the Credit Parties from
the officers, managers, senior management positions, or other such Persons existing as of the Effective Date, unless approved by
Lender in writing.


 


9.8           Use
of Proceeds. The Credit Parties shall not use any portion of the proceeds of the Loans, either directly or indirectly, for
the purpose of purchasing any securities underwritten by any Affiliate of Lender. In addition, the Credit Parties shall not use
any portion of the proceeds of the Loans, either directly or indirectly, for any of the following purposes: (i) to make any payment
towards any Funded Indebtedness of the Credit Parties or any Affiliates thereof, except as specifically permitted under the Use
of Proceeds Confirmation; (ii) to pay any taxes of any nature or kind that may be due by the Credit Parties or any Affiliates thereof;
(iii) to pay any obligations or liabilities of any nature or kind due or owing to any managers, officers, directors, employees,
members, principals, or Material Shareholders of the Credit Parties or any Affiliates thereof, incurred prior to the Effective
Date. The Credit Parties shall only use the proceeds of the Loans (or any portion thereof) for the purposes set forth in a “Use
of Proceeds Confirmation” to be executed by Borrower on the Effective Date, unless Borrower obtains the prior written
consent of Lender to use proceeds of Loans for any other purpose, which consent may be granted or withheld by Lender in its sole
and absolute discretion.


 


9.9           Business
Activities; Change of Legal Status and Organizational Documents. The Credit Parties shall not: (i) engage in any line of business
other than the businesses engaged in on the date hereof and business reasonably related thereto; (ii) change its name, its type
of organization, its jurisdictions of organization or other legal structure; or (iii) permit its articles of incorporation (including
any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization
or similar governing or organizational documents to be amended or modified in any way which could reasonably be expected to have
a Material Adverse Effect.


 


9.10         Transactions
with Affiliates. The Credit Parties shall not enter into any transaction with any of its Affiliates, except in the Ordinary
Course of Business of the Credit Parties and upon fair and reasonable terms that are no less favorable to the Credit Parties than
it would obtain in a comparable arm’s length transaction with a Person not an Affiliate of the Credit Parties.


 




    	 	56	 



     


    

 


9.11         Bank
Accounts. The Credit Parties shall not maintain any bank, deposit or credit card payment processing accounts with any financial
institution, or any other Person, for the Credit Parties or any Affiliate of the Credit Parties, other than the accounts of the
Credit Parties listed in the attached Schedule 7.28, and other than the Lock Box Account established pursuant to
this Agreement. Specifically, the Credit Parties shall not change, modify, close or otherwise affect the Lock Box Account or any
of the other accounts listed in Schedule 7.28, without Lender’s prior written approval, which approval may
be withheld or conditioned in Lender’s sole and absolute discretion.


 


		10.	AFFIRMATIVE COVENANTS.



 


10.1         Compliance
with Regulatory Requirements. Upon demand by Lender, Borrower shall reimburse Lender for Lender’s additional costs and/or
reductions in the amount of principal or interest received or receivable by Lender if at any time after the date of this Agreement
any law, treaty or regulation or any change in any law, treaty or regulation or the interpretation thereof by any Governmental
Authority charged with the administration thereof or any other authority having jurisdiction over Lender or the Loans, whether
or not having the force of law, shall impose, modify or deem applicable any reserve and/or special deposit requirement against
or in respect of assets held by or deposits in or for the account of the Loans by Lender or impose on Lender any other condition
with respect to this Agreement or the Loans, the result of which is to either increase the cost to Lender of making or maintaining
the Loans or to reduce the amount of principal or interest received or receivable by Lender with respect to such Loans. Said additional
costs and/or reductions will be those which directly result from the imposition of such requirement or condition on the making
or maintaining of such Loans.


 


10.2         Corporate
Existence. The Credit Parties shall at all times preserve and maintain its: (i) existence and good standing in the jurisdiction
of its organization; and (ii) its qualification to do business and good standing in each jurisdiction where the nature of its business
makes such qualification necessary (other than such jurisdictions in which the failure to be qualified or in good standing could
not reasonably be expected to have a Material Adverse Effect), and shall at all times continue as a going concern in the business
which Borrower is presently conducting.


 


10.3         Maintain
Property. The Credit Parties shall at all times maintain, preserve and keep its plants, properties and equipment, including,
but not limited to, any Collateral, in good repair, working order and condition, normal wear and tear excepted, and shall from
time to time, as Borrower deems appropriate in its reasonable judgment, make all needful and proper repairs, renewals, replacements,
and additions thereto so that at all times the efficiency thereof shall be fully preserved and maintained. The Credit Parties shall
permit Lender to examine and inspect such plant, properties and equipment, including any Collateral, at all reasonable times upon
reasonable notice during business hours. During the continuance of any Event of Default, Lender shall, at the Credit Parties’
expense, have the right to make additional inspections without providing advance notice.


 




    	 	57	 



     


    

 


10.4         Maintain
Insurance. The Credit Parties’ shall at all times insure and keep insured with insurance companies acceptable to Lender,
all insurable property owned by the Credit Parties which is of a character usually insured by companies similarly situated and
operating like properties, against loss or damage from environmental, fire and such other hazards or risks as are customarily insured
against by companies similarly situated and operating like properties; and shall similarly insure employers’, public and
professional liability risks. Prior to the date of the funding of any Loans under this Agreement, Borrower shall deliver to Lender
a certificate setting forth in summary form the nature and extent of the insurance maintained pursuant to this Section. All such
policies of insurance must be satisfactory to Lender in relation to the amount and term of the Obligations and type and value of
the Collateral and assets of the Credit Parties, shall identify Lender as sole/lender’s loss payee and as an additional insured.
In the event the Credit Parties fail to provide Lender with evidence of the insurance coverage required by this Section or at any
time hereafter shall fail to obtain or maintain any of the policies of insurance required above, or to pay any premium in whole
or in part relating thereto, then Lender, without waiving or releasing any obligation or default by Borrower hereunder, may at
any time (but shall be under no obligation to so act), obtain and maintain such policies of insurance and pay such premium and
take any other action with respect thereto, which Lender deems advisable. This insurance coverage: (i) may, but need not, protect
the Credit Parties’ interest in such property, including, but not limited to, the Collateral; and (ii) may not pay any claim
made by, or against, the Credit Parties in connection with such property, including, but not limited to, the Collateral. The Credit
Parties may later cancel any such insurance purchased by Lender, but only after providing Lender with evidence that the insurance
coverage required by this Section is in force. The costs of such insurance obtained by Lender, through and including the effective
date such insurance coverage is canceled or expires, shall be payable on demand by the Credit Parties to Lender, together with
interest at the Default Rate on such amounts until repaid and any other charges by Lender in connection with the placement of such
insurance. The costs of such insurance, which may be greater than the cost of insurance which the Credit Parties may be able to
obtain on its own, together with interest thereon at the Default Rate and any other charges by Lender in connection with the placement
of such insurance may be added to the total Obligations due and owing to the extent not paid by the Credit Parties.


 


10.5         Tax
Liabilities.


 


(a)          The
Credit Parties shall at all times pay and discharge all property, income and other taxes, assessments and governmental charges
upon, and all claims (including claims for labor, materials and supplies) against the Credit Parties or any of its properties,
Equipment or Inventory, before the same shall become delinquent and before penalties accrue thereon, unless and to the extent that
the same are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP are
being maintained.


 


(b)          Borrower
shall be solely responsible for the payment of any and all documentary stamps and other taxes in connection with the execution
of the Loan Documents.


 




    	 	58	 



     


    

 


10.6         ERISA
Liabilities; Employee Plans. The Credit Parties shall: (i) keep in full force and effect any and all Employee Plans which are
presently in existence or may, from time to time, come into existence under ERISA, and not withdraw from any such Employee Plans,
unless such withdrawal can be effected or such Employee Plans can be terminated without liability to the Credit Parties; (ii) make
contributions to all of such Employee Plans in a timely manner and in a sufficient amount to comply with the standards of ERISA,
including the minimum funding standards of ERISA; (iii) comply with all material requirements of ERISA which relate to such Employee
Plans; (iv) notify Lender immediately upon receipt by the Credit Parties of any notice concerning the imposition of any withdrawal
liability or of the institution of any Proceeding or other action which may result in the termination of any such Employee Plans
or the appointment of a trustee to administer such Employee Plans; (v) promptly advise Lender of the occurrence of any “Reportable
Event” or “Prohibited Transaction” (as such terms are defined in ERISA), with respect to any such Employee Plans;
and (vi) amend any Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code
of 1986 to the extent necessary to keep the Employee Plan qualified, and to cause the Employee Plan to be administered and operated
in a manner that does not cause the Employee Plan to lose its qualified status.


 


10.7         Financial
Statements. The Credit Parties shall at all times maintain a system of accounting capable of producing its individual and consolidated
financial statements in compliance with GAAP (provided that monthly financial statements shall not be required to have footnote
disclosure, are subject to normal year-end adjustments and need not be consolidated), and shall furnish to Lender or its authorized
representatives such information regarding the business affairs, operations and financial condition of the Credit Parties as Lender
may from time to time request or require, including, but not limited to:


 


(a)          If
the Revolving Loan Maturity Date is extended beyond the original term, as soon as available, and in any event, within ninety (90)
days after the close of each fiscal year, a copy of the annual audited consolidated financial statements of Borrower, including
balance sheet, statement of income and retained earnings, statement of cash flows for the fiscal year then ended, in reasonable
detail, prepared and reviewed by an independent certified public accountant reasonably acceptable to Lender, containing an unqualified
opinion of such accountant;


 


(b)          as
soon as available, and in any event, within thirty (30) days after the close of each fiscal quarter, a copy of the quarterly unaudited
consolidated financial statements of Borrower, including balance sheet, statement of income and retained earnings, statement of
cash flows for the fiscal year then ended, in reasonable detail, prepared and certified as accurate in all material respects by
the President, Chief Executive Officer or Chief Financial Officer of Borrower; and


 


(c)          as
soon as available, and in any event, within ten (10) days following the end of each calendar month, a consolidated cash flow report
of the Borrower for the month then ended, in reasonable detail, prepared and certified as accurate in all material respects by
the President, Chief Executive Officer or Chief Financial Officer of Borrower.


 


No change with respect
to such accounting principles shall be made by the Credit Parties without giving prior notification to Lender. The Credit Parties
represent and warrant to Lender that the financial statements delivered to Lender at or prior to the execution and delivery of
this Agreement and to be delivered at all times thereafter accurately reflect and will accurately reflect the financial condition
of the Credit Parties in all material respects. Lender shall have the right at all times (and on reasonable notice so long as there
then does not exist any Event of Default) during business hours to inspect the books and records of the Credit Parties and make
extracts therefrom.


 




    	 	59	 



     


    

 


Borrower agrees to
advise Lender immediately, in writing, of the occurrence of any Material Adverse Effect, or the occurrence of any event, circumstance
or other happening that could be reasonably expected to lead to or become a Material Adverse Effect.


 


10.8         Additional
Reporting Requirements. Borrower shall provide the following reports and statements to Lender as follows:


 


(a)          On
or prior to the Effective Date, Borrower shall provide to Lender an income statement or profit and loss statement showing actual
results of the Borrower’s consolidated operations for the prior twelve (12) months, as well as an income statement projection
showing, in reasonable detail, the Borrower’s consolidated income statement projections for the twelve (12) calendar months
following the Effective Date (the “Income Projections”). In addition, on the first (1st) day
of every calendar month after the Effective Date, the Borrower shall provide to Lender a report comparing the Income Projections
to actual results. Any variance in the Income Projections to actual results that is more than ten percent (10%) (either above or
below) will require the Borrower to submit to Lender written explanations as to the nature and circumstances for the variance.


 


(b)          On
the first (1st) day of every calendar month after the Effective Date, the Borrower shall provide to Lender a report
comparing the use of the proceeds of the Revolving Loans set forth in the Use of Proceeds Confirmation, with the actual use of
such proceeds. Any variance in the actual use of such proceeds from the amounts set forth in the approved Use of Proceeds Confirmation
will require the Borrower to submit to Lender written explanations as to the nature and circumstances for the variance.


 


(c)          Borrower
shall submit to Lender true and correct copies of all bank statements (and statements from any other depository accounts, brokerage
accounts, or accounts with any Payment Processing Companies) received by the Credit Parties within five (5) days after the Credit
Parties’ receipt thereof from its bank.


 


(d)          Promptly
upon receipt thereof, Borrower shall provide to Lender copies of interim and supplemental reports, if any, submitted to Borrower
by independent accountants in connection with any interim audit or review of the books of the Credit Parties.


 


10.9         Aged
Accounts/Payables Schedules. If Borrower requires draws from the facility contemplated hereby at least once a week, then Borrower
shall, on the first (1st) and fifteenth (15th) day of each and every calendar month, deliver to Lender an
aged schedule of the Accounts of the Credit Parties, listing the name and amount due from each Customer and showing the aggregate
amounts due from: (i) 0-30 days; (ii) 31-60 days; (iii) 61-90 days; (iv) 91-120 days; and (v) more than 120 days, and certified
as accurate by the Chief Financial Officer or the President of Borrower. If, however, Borrower requires draws from the facility
contemplated hereby less than once a week, then the aged schedule of Accounts required by the immediately preceding sentence shall
be required to be delivered within five (5) days after the end of each consecutive calendar month during the term hereof. Borrower
shall, within five (5) days after the end of each calendar month, deliver to Lender an aged schedule of the accounts payable of
the Credit Parties, listing the name and amount due to each creditor and showing the aggregate amounts due from: (v) 0-30 days;
(w) 31-60 days; (x) 61-90 days; (y) 91-120 days; and (z) more than 120 days, and certified as accurate by the Chief Financial Officer
or the President of Borrower. If the Credit Parties engage in Point-of-Sale Transaction exclusively, the foregoing requirement
to deliver an aged schedule of the Accounts of the Credit Parties shall not be applicable; provided, however, in such a circumstance,
Lender may request, and the Credit Parties shall be obligated to deliver to Lender, any other reports or schedules as Lender may
require or request from time to time to evidence or confirm the Point-of-Sale Transactions.


 




    	 	60	 



     


    

 


10.10         Failure
to Provide Reports. If at any time during the term of this Agreement, Borrower shall fail to timely provide any reports required
to be provided by any Credit Party to Lender under this Agreement or any other Loan Document, in addition to all other rights and
remedies that Lender may have under this Agreement and the other Loan Documents, Lender shall have the right to require, at each
instance of any such failure, upon written notice to Borrower, that the Borrower redeem 2.5% of the aggregate amount of the Advisory
Fee then outstanding, which cash redemption payment shall be due and payable by wire transfer of Dollars to an account designated
by Lender within five (5) Business Days from the date the Lender delivers such redemption notice to the Borrower.


 


10.11         Covenant
Compliance. Borrower shall, within thirty (30) days after the end of each calendar month, deliver to Lender a Compliance Certificate
showing compliance by Borrower with the covenants therein, and certified as accurate by the President or Chief Executive Officer
of the Borrower.


 


10.12         Continued
Due Diligence/Field Audits. Borrower acknowledges that during the term of this Agreement, Lender and its agents and representatives
undertake ongoing and continuing due diligence reviews of the Credit Parties and its business and operations. Such ongoing due
diligence reviews may include, and the Credit Parties do hereby allow Lender, to conduct site visits and field examinations of
the office locations of the Credit Parties and the assets and records of the Credit Parties, the results of which must be satisfactory
to Lender in Lender’s sole and absolute discretion. In this regard, in order to cover Lender’s expenses of the ongoing
due diligence reviews and any site visits or field examinations which Lender may undertake from time to time while this Agreement
is in effect, the Borrower shall pay to Lender, within five (5) Business Days after receipt of an invoice or demand therefor from
Lender, a fee of up to Ten Thousand and No/100 Dollars (US$10,000.00) per year (based on four (4) expected field audits and ongoing
due diligence of Two Thousand Five Hundred and No/100 Dollars (US$2,500.00) per audit) to cover such ongoing expenses. Failure
to pay such fee as and when required shall be deemed an Event of Default under this Agreement and all other Loan Documents. The
foregoing notwithstanding, from and after the occurrence of an Event of Default or any event which with notice, lapse of time or
both, would become an Event of Default, Lender may conduct site visits, field examinations and other ongoing reviews of the Credit
Parties’ records, assets and operations at any time, in its sole discretion, without any limitations in terms of number of
site visits or examinations and without being limited to the fee hereby contemplated, all at the sole expense of Borrower.


 




    	 	61	 



     


    

 


10.13         Notice
and Other Reports. Borrower shall provide prompt written notice to Lender if at any time the Credit Parties fail to comply
with any of the covenants in Section 11 herein. In addition, Borrower shall, within such period of time as Lender may reasonably
specify, deliver to Lender such other schedules and reports as Lender may reasonably require.


 


10.14         Collateral
Records. The Credit Parties shall keep full and accurate books and records relating to the Collateral and shall mark such books
and records to indicate Lender’s Lien in the Collateral including placing a legend, in form and content reasonably acceptable
to Lender, on all Chattel Paper created by the Credit Parties indicating that Lender has a Lien in such Chattel Paper.


 


10.15         Notice
of Proceedings. Borrower shall, promptly, but not more than five (5) days after knowledge thereof shall have come to the attention
of any officer of the Credit Parties, give written notice to Lender of all threatened or pending actions, suits, and Proceedings
before any Governmental Agency or other administrative agency, or before or involving any other Person, which may have a Material
Adverse Effect.


 


10.16         Notice
of Default. Borrower shall, promptly, but not more than five (5) days after the commencement thereof, give notice to Lender
in writing of the occurrence of an Event of Default or of any event which, with the lapse of time, the giving of notice or both,
would constitute an Event of Default hereunder.


 


10.17         Environmental
Matters. If any release or threatened release or other disposal of Hazardous Substances shall occur or shall have occurred
on any real property or any other assets of the Credit Parties or any Subsidiary or Affiliate of the Credit Parties, the Credit
Parties shall cause the prompt containment and/or removal of such Hazardous Substances and the remediation and/or operation of
such real property or other assets as necessary to comply with all Environmental Laws and to preserve the value of such real property
or other assets. Without limiting the generality of the foregoing, the Credit Parties shall comply with any Federal or state judicial
or administrative order requiring the performance at any real property of the Credit Parties of activities in response to the release
or threatened release of a Hazardous Substance. To the extent that the transportation of Hazardous Substances is permitted by this
Agreement, Borrower shall dispose of such Hazardous Substances, or of any other wastes, only at licensed disposal facilities operating
in compliance with Environmental Laws.


 


10.18         Subsidiaries.
Any Subsidiary which is formed or acquired or otherwise becomes a Subsidiary of the Credit Parties following the date hereof, within
five (5) Business Days of such event, shall become an additional the Credit Party hereto, and the Borrower shall take any and all
actions necessary or required by Lender to cause said Subsidiary to execute a counterpart to this Agreement and any and all other
documents which the Lender shall require, including causing such party to execute those documents contained in Section 3.21
hereof.


 




    	 	62	 



     


    

 


10.19         Reporting
Status; Listing. So long as this Agreement remains in effect, and for so long as Lender owns, legally or beneficially, any
of the Advisory Fee Shares or other shares of Common Stock, the Borrower shall: (i) file in a timely manner all reports required
to be filed with the Principal Trading Market, and, to provide a copy thereof to the Lender promptly after such filing; (ii) if
required by the rules and regulations of the Principal Trading Market, promptly secure the listing of the Advisory Fee Shares and
other shares of the Borrower’s Common Stock issuable to Lender under any Loan Documents upon the Principal Trading Market
(subject to official notice of issuance) and, take all reasonable action under its control to maintain the continued listing, quotation
and trading of its Common Stock on the Principal Trading Market, and the Borrower shall comply in all respects with the Borrower’s
reporting, filing and other obligations under the bylaws or rules of the Principal Trading Market and governmental authorities,
as applicable. The Borrower shall promptly provide to Lender copies of any notices it receives from the SEC or any Principal Trading
Market, to the extent any such notices could in any way have or be reasonably expected to have a Material Adverse Effect.


 


10.20         Rule
144. With a view to making available to Lender the benefits of Rule 144 under the Securities Act (“Rule 144”),
or any similar rule or regulation of the SEC that may at any time permit Lender to sell the Advisory Fee Shares or other shares
of Common Stock issuable to Lender under any Loan Documents to the public without registration, the Borrower represents and warrants
that Borrower is not an issuer defined as a “Shell Company” (as hereinafter defined). For the purposes hereof, the
term “Shell Company” shall mean an issuer that meets the description defined under Rule 144. In addition,
so long as Lender owns, legally or beneficially, any securities of Borrower, Borrower shall, at its sole expense:


 


(a)          Make,
keep and ensure that adequate current public information with respect to Borrower, as required in accordance with Rule 144, is
publicly available;


 


(b)          furnish
to the Lender, promptly upon reasonable request: (A) a written statement by Borrower that it has complied with the reporting requirements
of Rule 144; and (b) such other information as may be reasonably requested by Lender to permit the Lender to sell any of the Advisory
Fee Shares or other shares of Common Stock acquired hereunder or under the Revolving Notes pursuant to Rule 144 without limitation
or restriction; and


 




    	 	63	 



     


    

 


(c)          promptly
at the request of Lender, give Borrower’s Transfer Agent instructions to the effect that, upon the Transfer Agent’s
receipt from Lender of a certificate (a “Rule 144 Certificate”) certifying that Lender’s holding
period (as determined in accordance with the provisions of Rule 144) for any portion of the Advisory Fee Shares or shares of Common
Stock issuable upon conversion of the Revolving Note which Lender proposes to sell (or any portion of such shares which Lender
is not presently selling, but for which Lender desires to remove any restrictive legends applicable thereto) (the “Securities
Being Sold”) is not less than the required holding period pursuant to Rule 144, and receipt by the Transfer Agent
of the “Rule 144 Opinion” (as hereinafter defined) from Borrower or its counsel (or from Lender and its counsel as
permitted below), the Transfer Agent is to effect the transfer (or issuance of a new certificate without restrictive legends, if
applicable) of the Securities Being Sold and issue to Lender or transferee(s) thereof one or more stock certificates representing
the transferred (or re-issued) Securities Being Sold without any restrictive legend and without recording any restrictions on the
transferability of such shares on the Transfer Agent’s books and records. In this regard, upon Lender’s request, Borrower
shall have an affirmative obligation to cause its counsel to promptly issue to the Transfer Agent a legal opinion providing that,
based on the Rule 144 Certificate, the Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence
of an effective registration statement, or re-issued without any restrictive legends pursuant to the provisions of Rule 144, even
in the absence of an effective registration statement (the “Rule 144 Opinion”). If the Transfer Agent
requires any additional documentation in connection with any proposed transfer (or re-issuance) by Lender of any Securities Being
Sold, Borrower shall promptly deliver or cause to be delivered to the Transfer Agent or to any other Person, all such additional
documentation as may be necessary to effectuate the transfer (or re-issuance) of the Securities Being Sold and the issuance of
an unlegended certificate to any such Lender or any transferee thereof, all at Borrower’s expense. Any and all fees, charges
or expenses, including, without limitation, attorneys’ fees and costs, incurred by Lender in connection with issuance of
any such shares, or the removal of any restrictive legends thereon, or the transfer of any such shares to any assignee of Lender,
shall be paid by Borrower, and if not paid by Borrower, the Lender may, but shall not be required to, pay any such fees, charges
or expenses, and the amount thereof, together with interest thereon at the highest non-usurious rate permitted by law, from the
date of outlay, until paid in full, shall be due and payable by Borrower to Lender immediately upon demand therefor, and all such
amounts advanced by the Lender shall be additional Obligations due under this Agreement and the Revolving Note and secured under
the Loan Documents. In the event that the Borrower and/or its counsel refuses or fails for any reason to render the Rule 144 Opinion
or any other documents, certificates or instructions required to effectuate the transfer (or re-issuance) of the Securities Being
Sold and the issuance of an unlegended certificate to any such Lender or any transferee thereof, then: (A) to the extent the Securities
Being Sold could be lawfully transferred (or re-issued) without restrictions under applicable laws, Borrower’s failure to
promptly provide the Rule 144 Opinion or any other documents, certificates or instructions required to effectuate the transfer
(or re-issuance) of the Securities Being Sold and the issuance of an unlegended certificate to any such Lender or any transferee
thereof shall be an immediate Event of Default under this Agreement and all other Loan Documents; and (B) the Borrower hereby agrees
and acknowledges that Lender is hereby irrevocably and expressly authorized to have counsel to Lender render any and all opinions
and other certificates or instruments which may be required for purposes of effectuating the transfer (or re-issuance) of the Securities
Being Sold and the issuance of an unlegended certificate to any such Lender or any transferee thereof, and the Borrower hereby
irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Borrower, transfer
or re-issue any such Securities Being Sold as instructed by Lender and its counsel.


 


10.21         Reservation
of Shares. Borrower shall take all action reasonably necessary to at all times have authorized, and reserved for the purpose
of issuance, such number of shares of Common Stock as shall be necessary to effect the full conversion of the Revolving Note and
the Series A Preferred Stock in accordance with their terms (the “Share Reserve”). If at any time the
Share Reserve is insufficient to effect the full conversion of the Revolving Note and the Series A Preferred Stock then outstanding,
Borrower shall increase the Share Reserve accordingly. If Borrower does not have sufficient authorized and unissued shares of Common
Stock available to increase the Share Reserve, Borrower shall call and hold a special meeting of the shareholders within forty-five
(45) days of such occurrence, or take action by the written consent of the holders of a majority of the outstanding shares of Common
Stock, if possible, for the sole purpose of increasing the number of shares authorized. Borrower’s management shall recommend
to the shareholders to vote in favor of increasing the number of shares of Common Stock authorized.


 




    	 	64	 



     


    

 


10.22         Release
of Hitachi UCC’s. The Credit Parties shall: (i) cause the Hitachi UCC’s to be released and terminated of record;
or (ii) cause the assets acquired by Tarsier from Demansys Energy, Inc. to be released from the Hitachi UCC’s (the “Hitachi
UCC Actions”), within ninety (90) days after the Effective Date (the “Hitachi Release Date”),
and provide evidence thereof to Lender, by no later than the Hitachi Release Date, in the form of file-stamped UCC-3 Financing
Statements acceptable to Lender filed in the appropriate jurisdictions; provided, however, in the event the Credit Parties fail
to cause either one of the Hitachi UCC Actions to occur by the Hitachi Release Date, such failure shall not be deemed an Event
of Default hereunder, but only so long as: (A) the Credit Parties continue to use their best efforts after the Hitachi Release
Date to cause one of the Hitachi UCC Actions to occur; and (B) no Person takes, prosecutes, participates in, or exercises, or commences
to take, prosecute, participate in, or exercise, in any administrative, legal or equitable action, or any other right or remedy,
with respect to the debt giving rise to the Hitachi UCC’s against any assets or property of Credit Parties, or any one of
them; it being agreed and acknowledged that if the Credit Parties fail to cause either of the Hitachi UCC Actions to occur by the
Hitachi Release Date, and thereafter either one of the events in subsections (A) or (B) of this Section 10.22 shall be breached,
then same shall be an immediate Event of Default hereunder.


 


		11.	FINANCIAL COVENANTS.



 


11.1         Revenue
Covenant. For each calendar quarter while this Agreement remains in effect, the Credit Parties shall have sales revenues for
such calendar quarter that are not less than seventy-five percent (75%) of the sales revenues shown for the corresponding calendar
quarter on the most recent of the Financial Statements (i.e. comparing third quarter results to the prior years’ third quarter
results).


 


		12.	EVENTS OF DEFAULT.



 


Borrower, without notice
or demand of any kind (except as specifically provided in this Agreement), shall be in default under this Agreement upon the occurrence
of any of the following events (each an “Event of Default”):


 


12.1         Nonpayment
of Obligations. Any amount due and owing on the Revolving Note or any of the Obligations, whether by its terms or as otherwise
provided herein, is not paid on the date such amount is due.


 


12.2         Misrepresentation.
Any written warranty, representation, certificate or statement of the Credit Parties in this Agreement, the Loan Documents or any
other agreement with Lender shall be false or misleading in any material respect when made or deemed made.


 


12.3         Nonperformance.
Any failure to perform or default in the performance of any covenant, condition or agreement contained in this Agreement (not otherwise
addressed in this Article 12), which failure to perform or default in performance continues for a period of ten (10) days
after any Credit Party receives notice from Lender of such failure to perform or default in performance (provided that if the failure
to perform or default in performance is not capable of being cured, in Lender’s reasonable discretion, then the cure period
set forth herein shall not be applicable and the failure or default shall be an immediate Event of Default hereunder).


 




    	 	65	 



     


    

 


12.4         Default
under Loan Documents. Any failure to perform or default in the performance by any Credit Party that continues after applicable
grace and cure periods under any covenant, condition or agreement contained in any of the other Loan Documents or any other agreement
with Lender, all of which covenants, conditions and agreements are hereby incorporated in this Agreement by express reference.


 


12.5         Default
under Other Obligations. Any default by Borrower in the payment of principal, interest or any other sum for any other obligation
beyond any period of grace provided with respect thereto or in the performance of any, other term, condition or covenant contained
in any agreement (including any capital or operating lease or any agreement in connection with the deferred purchase price of property),
the effect of which default is to cause or permit the holder of such obligation (or the other party to such other agreement) to
cause such obligation or agreement to become due prior to its stated maturity, to terminate such other agreement, or to otherwise
modify or adversely affect such obligation or agreement in a manner that could have a Material Adverse Effect on any Credit Party.


 


12.6         Assignment
for Creditors. Any Credit Party makes an assignment for the benefit of creditors, fails to pay, or admits in writing its inability
to pay its debts as they mature; or if a trustee of any substantial part of the assets of the Credit Parties is applied for or
appointed, and in the case of such trustee being appointed in a Proceeding brought against any of the Credit Parties, the Credit
Parties, by any action or failure to act indicates its approval of, consent to, or acquiescence in such appointment and such appointment
is not vacated, stayed on appeal or otherwise shall not have ceased to continue in effect within sixty (60) days after the date
of such appointment.


 


12.7         Bankruptcy.
Any Proceeding involving any of the Credit Parties, is commenced by or against any of the Credit Parties under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law or statute of the federal government
or any state government, and in the case of any such Proceeding being instituted against any of the Credit Parties: (i) the Credit
Parties, by any action or failure to act, indicates its approval of, consent to or acquiescence therein; or (ii) an order shall
be entered approving the petition in such Proceedings and such order is not vacated, stayed on appeal or otherwise shall not have
ceased to continue in effect within sixty (60) days after the entry thereof.


 


12.8         Judgments.
The entry of any judgment, decree, levy, attachment, garnishment or other process, or the filing of any Lien against the property
of any of the Credit Parties, unless such judgment or other process shall have been, within sixty (60) days from the entry
thereof: (i) bonded over to the satisfaction of Lender and appealed; (ii) vacated; or (iii) discharged.


 


12.9         Material
Adverse Effect. A Material Adverse Effect shall occur.


 


12.10         Change
in Control. Except as permitted under this Agreement, any Change in Control shall occur; provided, however, a Change in Control
shall not constitute an Event of Default if: (i) it arises out of an event or circumstance beyond the reasonable control of the
Credit Parties (for example, but not by way of limitation, a transfer of ownership interest due to death or incapacity); and (ii)
within sixty (60) days after such Change in Control, the Credit Parties provide Lender with information concerning the identity
and qualifications of the individual or individuals who will be in Control, and such individual or individuals shall be acceptable
to Lender, in Lender’s sole discretion.


 




    	 	66	 



     


    

 


12.11         Collateral
Impairment. The entry of any judgment, decree, levy, attachment, garnishment or other process, or the filing of any Lien against,
any of the Collateral or any collateral under a separate security agreement securing any of the Obligations, and such judgment
or other process shall not have been, within thirty (30) days from the entry thereof: (i) bonded over to the satisfaction of Lender
and appealed; (ii) vacated; or (iii) discharged, or the loss, theft, destruction, seizure or forfeiture, or the occurrence of any
material deterioration or impairment of any of the Collateral or any of the Collateral under any security agreement securing any
of the Obligations, or any material decline or depreciation in the value or market price thereof (whether actual or reasonably
anticipated), which causes the Collateral, in the sole opinion of Lender acting in good faith, to become unsatisfactory as to value
or character, or which causes Lender to reasonably believe that it is insecure and that the likelihood for repayment of the Obligations
is or will soon be impaired, time being of the essence. The cause of such deterioration, impairment, decline or depreciation shall
include, but is not limited to, the failure by the Credit Parties to do any act deemed reasonably necessary by Lender to preserve
and maintain the value and collectability of the Collateral.


 


12.12         Adverse
Change in Financial Condition. The determination in good faith by Lender that a material adverse change has occurred in the
financial condition or operations of the any of the Credit Parties, or the Collateral, which change could have a Material Adverse
Effect, or otherwise adversely affect the prospect for Lender to fully and punctually realize the full benefits conferred on Lender
by this Agreement, or the prospect of repayment of all Obligations.


 


12.13         Adverse
Change in Value of Collateral. The determination in good faith by Lender that the security for the Obligations is or has become
inadequate.


 


12.14         Prospect
of Payment or Performance. The determination in good faith by Lender that the prospect for payment or performance of any of
the Obligations is impaired for any reason.


 


12.15         Lock
Box Account.  (i) The determination in good faith by the Lender that there has been a failure to perform or default in
the performance by a Credit Party of Section 2.1(e) of this Agreement; or (ii) the failure of the Borrower to cause sufficient
funds to be on deposit in the Lock Box Account to permit the Lender to withdraw payments at any such time payments are due to Lender
by Borrower pursuant hereto.


 




    	 	67	 



     


    

 


		13.	REMEDIES.



 


(a)          Upon
the occurrence and during the continuance of an Event of Default, Lender shall have all rights, powers and remedies set forth in
the Loan Documents, in any written agreement or instrument (other than this Agreement or the Loan Documents) relating to any of
the Obligations or any security therefor, or as otherwise provided at law or in equity. Without limiting the generality of the
foregoing, Lender may, at its option, upon the occurrence and during the continuance of an Event of Default, declare its commitments
to Borrower to be terminated and all Obligations to be immediately due and payable; provided, however, that upon
the occurrence of an Event of Default under either Section 12.6, “Assignment for Creditors”, or Section 12.7,
“Bankruptcy”, all commitments of Lender to Borrower shall immediately terminate and all Obligations shall be automatically
due and payable, all without demand, notice or further action of any kind required on the part of Lender. The Credit Parties hereby
waive any and all presentment, demand, notice of dishonor, protest, and all other notices and demands in connection with the enforcement
of Lender’s rights under the Loan Documents, and hereby consents to, and waives notice of release, with or without consideration,
of the Credit Parties or of any Collateral, notwithstanding anything contained herein or in the Loan Documents to the contrary.


 


(b)          No
Event of Default shall be waived by Lender, except and unless such waiver is in writing and signed by Lender. No failure or delay
on the part of Lender in exercising any right, power or remedy hereunder shall operate as a waiver of the exercise of the same
or any other right at any other time; nor shall any single or partial exercise of any such right, power or remedy preclude any
other or further exercise thereof or the exercise of any other right, power or remedy hereunder. There shall be no obligation on
the part of Lender to exercise any remedy available to Lender in any order. The remedies provided for herein are cumulative and
not exclusive of any remedies provided at law or in equity. The Credit Parties agree that in the event that Borrower fails to perform,
observe or discharge any of its Obligations or liabilities under this Agreement, the Revolving Note, and other Loan Documents,
or any other agreements with Lender, no remedy of law will provide adequate relief to Lender, and further agrees that Lender shall
be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.


 


(c)          Upon
each occurrence of a default or an Event of Default pursuant to Section 12.15, in addition to any other rights or remedies
the Lender may have under the Loan Documents or applicable law, the Lender shall have the right, but not the obligation, to cause
the Borrower to pay to Lender a penalty in cash in an amount equal to ten percent (10%) of the outstanding amount of the Obligations
as of the time of each said default or Event of Default.  The penalty provided in this Section 13(c) shall be applied
and be added to the Obligations: (i) upon the occurrence of each single default or Event of Default pursuant to Section 12.15
and; (ii) in the event that any single default or Event of Default continues for a period of longer than thirty (30) days, the
penalty provided in this Section shall be immediately applied upon the expiration of each subsequent thirty (30) day period and
shall continue to be applied upon the expiration of each subsequent thirty (30) day period until such default or Event of Default
is cured by the Borrower to the satisfaction of the Lender, in its sole discretion.  In connection with the penalty described
herein, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind,
and the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder
and all other remedies available to it under applicable law.  Nothing herein shall limit Lender’s right to pursue any
other remedies available to it at law or in equity including a decree of specific performance and/or injunctive relief with respect
to causing Borrower to comply with the terms and conditions of Section 2.1(e).


 




    	 	68	 



     


    

 


		14.	MISCELLANEOUS.



 


14.1         Obligations
Absolute. None of the following shall affect the Obligations of the Credit Parties to Lender under this Agreement or Lender’s
rights with respect to the Collateral:


 


(a)          acceptance
or retention by Lender of other property or any interest in property as security for the Obligations;


 


(b)          release
by Lender of all or any part of the Collateral or of any party liable with respect to the Obligations (other than Borrower);


 


(c)          release,
extension, renewal, modification or substitution by Lender of the Revolving Note, or any note evidencing any of the Obligations;
or


 


(d)          failure
of Lender to resort to any other security or to pursue the Credit Parties or any other obligor liable for any of the Obligations
before resorting to remedies against the Collateral.


 


14.2         Entire
Agreement. This Agreement and the other Loan Documents: (i) are valid, binding and enforceable against the Credit Parties and
Lender in accordance with its provisions and no conditions exist as to their legal effectiveness; (ii) constitute the entire agreement
between the parties; and (iii) are the final expression of the intentions of the Credit Parties and Lender. No promises, either
expressed or implied, exist between the Credit Parties and Lender, unless contained herein or in the Loan Documents. This Agreement
and the Loan Documents supersede all negotiations, representations, warranties, commitments, offers, contracts (of any kind or
nature, whether oral or written) prior to or contemporaneous with the execution hereof.


 


14.3         Amendments;
Waivers. No amendment, modification, termination, discharge or waiver of any provision of this Agreement or of the Loan Documents,
or consent to any departure by the Credit Parties therefrom, shall in any event be effective unless the same shall be in writing
and signed by Lender, and then such waiver or consent shall be effective only for the specific purpose for which given.


 


14.4         WAIVER
OF DEFENSES. THE CREDIT PARTIES WAIVE EVERY PRESENT AND FUTURE DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH THE CREDIT
PARTIES MAY HAVE AS OF THE DATE HEREOF TO ANY ACTION BY LENDER IN ENFORCING THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. THE CREDIT
PARTIES WAIVE ANY IMPLIED COVENANT OF GOOD FAITH AND RATIFIES AND CONFIRMS WHATEVER LENDER MAY DO PURSUANT TO THE TERMS OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AS OF THE DATE OF THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER GRANTING
ANY FINANCIAL ACCOMMODATION TO BORROWER.


 


14.5         WAIVER
OF JURY TRIAL. LENDER AND CREDIT PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE, IRREVOCABLY, THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON,
OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE REVOLVING NOTE, ANY LOAN DOCUMENT OR ANY OF THE OBLIGATIONS,
THE COLLATERAL, OR ANY OTHER AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT, OR ANY COURSE
OF CONDUCT OR COURSE OF DEALING IN WHICH LENDER AND CREDIT PARTIES ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT
FOR LENDER GRANTING ANY FINANCIAL ACCOMMODATION TO BORROWER.


 




    	 	69	 



     


    

 


14.6         MANDATORY
FORUM SELECTION.  TO INDUCE LENDER TO MAKE THE LOANS, CREDIT PARTIES IRREVOCABLY AGREE THAT ANY DISPUTE ARISING UNDER,
RELATING TO, OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THIS AGREEMENT OR RELATED TO ANY MATTER WHICH IS THE SUBJECT OF OR
INCIDENTAL TO THIS AGREEMENT ANY OTHER LOAN DOCUMENT, OR THE COLLATERAL (WHETHER OR NOT SUCH CLAIM IS BASED UPON BREACH OF CONTRACT
OR TORT) SHALL, EXCEPT AS HEREINAFTER PROVIDED, BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL
COURTS LOCATED IN BROWARD COUNTY, FLORIDA; PROVIDED, HOWEVER, LENDER MAY, AT LENDER’S SOLE OPTION, ELECT TO BRING ANY ACTION
IN ANY OTHER JURISDICTION.  THIS PROVISION IS INTENDED TO BE A “MANDATORY” FORUM SELECTION CLAUSE AND GOVERNED
BY AND INTERPRETED CONSISTENT WITH FLORIDA LAW. BORROWER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR
FEDERAL COURT HAVING ITS SITUS IN SAID COUNTY (OR TO ANY OTHER JURISDICTION OR VENUE, IF LENDER SO ELECTS), AND WAIVES ANY OBJECTION
BASED ON FORUM NON CONVENIENS. CREDIT PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS AND CONSENTS THAT ALL SUCH SERVICE
OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO BORROWER, AS SET FORTH HEREIN OR IN THE MANNER
PROVIDED BY APPLICABLE STATUTE, LAW, RULE OF COURT OR OTHERWISE.


 


14.7         Usury
Savings Clause. Notwithstanding any provision in this Agreement or the other Loan Documents, the total liability for payments
of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums
which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing
this Agreement or any other applicable law. In the event the total liability of payments of interest and payments in the nature
of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest,
shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period
exceeds the limit imposed by the usury laws of the jurisdiction governing this Agreement, all sums in excess of those lawfully
collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto,
be applied to the reduction of the outstanding principal balance of this Agreement immediately upon receipt of such sums by the
Lender, with the same force and effect as though the Borrower had specifically designated such excess sums to be so applied to
the reduction of such outstanding principal balance and the Lender hereof had agreed to accept such sums as a penalty-free payment
of principal; provided, however, that the Lender may, at any time and from time to time, elect, by notice in writing to the Borrower,
to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such
sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Borrower do not intend or
expect to pay nor does the Lender intend or expect to charge or collect any interest under this Agreement greater than the highest
non-usurious rate of interest which may be charged under applicable law.


 




    	 	70	 



     


    

 


14.8         Assignability.
Lender may at any time assign Lender’s rights in this Agreement, the Revolving Note, any Loan Documents, the Obligations,
or any part thereof, and transfer Lender’s rights in any or all of the Collateral, all without the Credit Parties’
consent or approval, and Lender thereafter shall be relieved from all liability with respect to such instrument or Collateral so
transferred. In addition, Lender may at any time sell one or more participations in the Loans, all without the Credit Parties’
consent or approval. The Credit Parties may not sell or assign this Agreement, any Loan Document or any other agreement with Lender,
or any portion thereof, either voluntarily or by operation of law, nor delegate any of its duties of obligations hereunder or thereunder,
without the prior written consent of Lender, which consent may be withheld in Lender’s sole and absolute discretion. This
Agreement shall be binding upon Lender and the Credit Parties and their respective legal representatives, successors and permitted
assigns. All references herein to a Credit Party shall be deemed to include any successors, whether immediate or remote. In the
case of a joint venture or partnership, the term “Borrower” or “Credit Party” shall be deemed to include
all joint venturers or partners thereof, who shall be jointly and severally liable hereunder.


 


14.9         Confidentiality.
Each of the Credit Parties shall keep confidential any information obtained from Lender (except information publicly available
or in Credit Parties’ domain prior to disclosure of such information from Lender, and except as required by applicable laws)
and shall promptly return to the Lender all schedules, documents, instruments, work papers and other written information without
retaining copies thereof, previously furnished by it as a result of this Agreement or in connection herewith.


 


14.10         Publicity.
Lender shall have the right to approve, before issuance, any press release or any other public statement with respect to the transactions
contemplated hereby made by the Credit Parties; provided, however, that the Credit Parties shall be entitled, without the prior
approval of Lender, to issue any press release or other public disclosure with respect to such transactions required under applicable
securities or other laws or regulations. Notwithstanding the foregoing, the Credit Parties shall use its best efforts to consult
Lender in connection with any such press release or other public disclosure prior to its release and Lender shall be provided with
a copy thereof upon release thereof.


 


14.11         Binding
Effect. This Agreement shall become effective upon execution by the Credit Parties and Lender.


 




    	 	71	 



     


    

 


14.12         Governing
Law. Except in the case of the Mandatory Forum Selection Clause in Section 14.6 above, which clause shall be governed
and interpreted in accordance with Florida law, this Agreement, the Loan Documents and the Revolving Note shall be delivered and
accepted in, and shall be deemed to be contracts made under and governed by, the internal laws of the State of Nevada, and for
all purposes shall be construed in accordance with the laws of the State of Nevada, without giving effect to the choice of law
provisions of such State. The governing law provisions of this Section 14.12 are a material inducement for Lender to enter
into this Agreement, and the Borrower hereby agrees, acknowledges and understands that the Lender would not have entered into this
Agreement, nor made or provided the Loans, without the full agreement and consent of the Credit Parties, with full knowledge and
understanding, that except in the case of the Mandatory Forum Selection Clause in Section 14.6 above, which clause shall
be governed and interpreted in accordance with Florida law, this Agreement, and each of the Loan Documents, shall be governed by
the internal laws of the State of Nevada, and for all purposes shall be construed in accordance with the laws of the State of Nevada,
without giving effect to the choice of law provisions. In this regard, each of the Credit Parties hereby acknowledges that it has
reviewed this Agreement and all Loan Documents, and specifically, this Section 14.12, with competent counsel selected by
the Credit Parties, and in that regard, each of the Credit Parties fully understands the choice of law provisions set forth in
this Section. In addition, each of the Credit Parties agrees, and acknowledges that it has had an opportunity to negotiate the
terms and provisions of this Agreement and the other Loan Documents with and through its counsel, and that the Credit Parties have
sufficient leverage and economic bargaining power, and have used such leverage and economic bargaining power, to fairly and fully
negotiate this Agreement and the other Loan Documents in a manner that is acceptable to the Credit Parties. Moreover, because of
the material nature of this choice of law provision in inducing Lender to enter into this Agreement and to make the Loans to the
Credit Parties, each of the Credit Parties hereby fully and absolutely waives any and all rights to make any claims, counterclaims,
defenses, to raise or make any arguments (including any claims, counterclaims, defenses, or arguments based on grounds of public
policy, unconscionability, or implied covenants of fair dealing and good faith), or to otherwise undertake any litigation strategy
or maneuver of any nature or kind that would result in, or which otherwise seeks to, invalidate this choice of law provision, or
that would otherwise result in or require the application of the laws of any other State other than the State of Nevada in the
interpretation or governance of this Agreement or any other Loan Documents (except for the Mandatory Forum Selection clause in
Section 14.6 hereof). Each of the Credit Parties has carefully considered this Section 14.12 and has carefully reviewed
its application and effect with competent counsel, and in that regard, fully understands and agrees that Lender would not have
entered into this Agreement, nor made the Loans, without the express agreement and acknowledgement of each of the Credit Parties
to this choice of law provision, and the express waivers set forth herein.


 


14.13         Enforceability.
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision
shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity, without invalidating
the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.


 


14.14         Survival
of Borrower’s Representations. All covenants, agreements, representations and warranties made by the Credit Parties herein
shall, notwithstanding any investigation by Lender, be deemed material and relied upon by Lender and shall survive the making and
execution of this Agreement and the Loan Documents and the issuance of the Revolving Note, and shall be deemed to be continuing
representations and warranties until such time as the Credit Parties have fulfilled all of its Obligations to Lender, and Lender
has been indefeasibly paid in full. Lender, in extending financial accommodations to Borrower, is expressly acting and relying
on the aforesaid representations and warranties.


 




    	 	72	 



     


    

 


14.15         Extensions
of Lender’s Commitment and the Revolving Note. This Agreement shall secure and govern the terms of any extensions or
renewals of Lender’s commitment hereunder and the Revolving Note pursuant to the execution of any modification, extension
or renewal note executed by Borrower, consented and agreed to by the Guarantors, and accepted by Lender in its sole and absolute
discretion in substitution for the Revolving Note.


 


14.16         Time
of Essence. Time is of the essence in making payments of all amounts due Lender under this Agreement and in the performance
and observance by the Credit Parties of each covenant, agreement, provision and term of this Agreement.


 


14.17         Execution.
This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and
the same Agreement. In the event that any signature of this Agreement or any other Loan Documents is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format file or other similar format file, such signature shall be deemed an original
for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as
if such facsimile or “.pdf” signature page was an original thereof. Notwithstanding the foregoing, Lender shall not
be obligated to accept any document or instrument signed by facsimile transmission or by e-mail delivery of a “.pdf”
format file or other similar format file as an original, and may in any instance require that an original document be submitted
to Lender in lieu of, or in addition to, any such document executed by facsimile transmission or by e-mail delivery of a “.pdf”
format file or other similar format file.


 


14.18         Notices.
Any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must
be in writing and in each case properly addressed to the party to receive the same in accordance with the information below, and
will be deemed to have been delivered: (i) if mailed by certified mail, return receipt requested, postage prepaid and properly
addressed to the address below, then three (3) Business Days after deposit of same in a regularly maintained U.S. Mail receptacle;
or (ii) if mailed by Federal Express, UPS or other nationally recognized overnight courier service, overnight delivery, then one
(1) Business Day after deposit of same in a regularly maintained receptacle of such overnight courier; or (iii) if hand delivered,
then upon hand delivery thereof to the address indicated on or prior to 5:00 p.m., EST, on a Business Day. Any notice hand delivered
after 5:00 p.m., EST, shall be deemed delivered on the following Business Day. Notwithstanding the foregoing, notice, consents,
waivers or other communications referred to in this Agreement may be sent by facsimile, e-mail, or other method of delivery, but
shall be deemed to have been delivered only when the sending party has confirmed (by reply e-mail or some other form of written
confirmation) that the notice has been received by the other party.  The addresses and facsimile numbers for such communications
shall be as set forth below, unless such address or information is changed by a notice conforming to the requirements hereof. No
notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other
circumstances:


 


	If to any Credit Party:	Tarsier Ltd.
	 	475 Park Avenue South, 30th Floor
	 	New York, New York 10016
	 	Attention:	Ike Sutton, CEO
	 	E-Mail:	isutton@tarsierltd.com


 




    	 	73	 



     


    

 


	With a copy to:	Westerman Ball Ederer Miller Zucker & Sharfstein, LLP
	 	1201 RXR Plaza
	 	Uniondale, NY 11556
	 	Attention: Alan Ederer, Esq.
	 	E-Mail: aederer@westermanllp.com
	 	 
	If to the Lender:	TCA Global Credit Master Fund, LP
	 	3960 Howard Hughes Parkway, Suite 500
	 	Las Vegas, Nevada 89169
	 	Attention:	Robert Press, Director
	 	E-Mail:	bpress@tcaglobalfund.com
	 	 
	With a copy to:	TCA Global Credit Master Fund, LP
	 	19950 W. Country Club Dr., First Floor
	 	Aventura, FL 33180
	 	Attention: Robert Press, Director
	 	E-Mail: bpress@tcaglobalfund.com
	 	 
	With a copy to:	David Kahan, P.A.
	 	6420 Congress Ave., Suite 1800
	 	Boca Raton, FL 33487
	 	Attention:	David Kahan, Esq.
	 	E-Mail:	david@dkpalaw.com


 


14.19         Indemnification.
As a material inducement for Lender to enter into this Agreement, the Credit Parties agree to defend, protect, indemnify and hold
harmless Lender, and its parent companies, Subsidiaries, Affiliates, divisions, and their respective attorneys, officers, directors,
agents, shareholders, members, partners, employees, and representatives, and the predecessors, successors, assigns, personal representatives,
heirs and executors of each of them (including those retained in connection with the transactions contemplated by this Agreement)
(each, a “Lender Indemnitee” and collectively, the “Lender Indemnitees”) from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, Proceedings, suits, claims, costs,
expenses and distributions of any kind or nature (including the disbursements and the reasonable fees of counsel and paralegals
for each Lender Indemnitee thereto throughout all trial and appellate levels, bankruptcy Proceedings, mediations, arbitrations,
administrative hearings and at all other levels and tribunals), which may be imposed on, incurred by, or asserted against, any
Lender Indemnitee (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations,
including securities, Environmental Laws and commercial laws and regulations, under common law or in equity, or based on contract,
tort, or otherwise) in any manner relating to or arising out of this Agreement or any of the Loan Documents, or any act, event
or transaction related or attendant thereto, the preparation, execution and delivery of this Agreement and the Loan Documents,
including the making or issuance and management of the Loans, the use or intended use of the proceeds of the Loans, the enforcement
of Lender’s rights and remedies under this Agreement, the Loan Documents, the Revolving Note, any other instruments and documents
delivered hereunder, or under any other agreement between Borrower and Lender. To the extent that the undertaking to indemnify
set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Credit Parties shall
satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost
or expense covered by this indemnity shall be paid to each Lender Indemnitee on demand, and, failing prompt payment, shall, together
with interest thereon at the Default Rate from the date incurred by each Lender Indemnitee until paid by Borrower, be added to
the Obligations of Borrower and be secured by the Collateral. The provisions of this Section shall survive the satisfaction and
payment of the other Obligations and the termination of this Agreement.


 




    	 	74	 



     


    

 


14.20         Release.
In consideration of the mutual promises and covenants made herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, and intending to be legally bound hereby, each Credit Party hereby agrees to fully, finally and
forever release and forever discharge and covenant not to sue the Lender Indemnitees, and each one of them, from any and all debts,
fees, attorneys’ fees, liens, costs, expenses, damages, sums of money, accounts, bonds, bills, covenants, promises, judgments,
charges, demands, claims, causes of action, Proceedings, suits, liabilities, expenses, obligations or contracts of any kind whatsoever,
whether in law or in equity, whether asserted or unasserted, whether known or unknown, fixed or contingent, under statute or otherwise,
from the beginning of time through the Effective Date, including any and all claims relating to or arising out of any financing
transactions, credit facilities, notes, debentures, security agreements, and other agreements, including each of the Loan Documents,
entered into by the Credit Parties with Lender and any and all claims that the Credit Parties do not know or suspect to exist,
whether through ignorance, oversight, error, negligence, or otherwise, and which, if known, would materially affect their decision
to enter into this Agreement or the related Loan Documents. The provisions of this Section shall survive the satisfaction and payment
of the other Obligations and the termination of this Agreement.


 


14.21         Interpretation.
If any provision in this Agreement requires judicial or similar interpretation, the judicial or other such body interpreting or
construing such provision shall not apply the assumption that the terms hereof shall be more strictly construed against one party
because of the rule that an instrument must be construed more strictly against the party which itself or through its agents prepared
the same. The parties hereby agree that all parties and their agents have participated in the preparation hereof equally.


 


14.22         Compliance
with Federal Law. The Credit Parties shall: (i) ensure that no Person who owns a controlling interest in or otherwise controls
the Credit Parties is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained
by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury, included in any Executive
Orders or any other similar lists from any Governmental Authority; (ii) not use or permit the use of the proceeds of the Loans
to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto, or
any other similar national or foreign governmental regulations; and (iii) comply with all applicable Lender Secrecy Act (“BSA”)
laws and regulations, as amended. As required by federal law and Lender’s policies and practices, Lender may need to obtain,
verify and record certain customer identification information and documentation in connection with opening or maintaining accounts
or establishing or continuing to provide services.


 




    	 	75	 



     


    

 


14.23         Consents.
With respect to any provisions of this Agreement or any other Loan Documents which require the consent or approval of Lender, unless
expressly otherwise provided in any such provision, such consent or approval may be granted, conditioned, or withheld by Lender
in its sole and absolute discretion. In any event, when any consent or approval of Lender is required under this Agreement or any
other Loan Documents, the Credit Parties shall not be entitled to make any claim for, and the Credit Parties hereby expressly waives
any claim for, damages incurred by the Credit Parties by reason of Lender’s granting, conditioning or withholding any such
consent or approval, and the Credit Parties’ sole and absolute remedy with respect thereto shall be an action for specific
performance. To the extent any consent or approval is given by Lender under any provision hereunder or under any other Loan Documents,
such consent or approval shall only be applicable to the specific instance to which it relates and shall not be deemed to be a
continuing or future consent or approval, and any such consent or approval shall not impose any liability or warranty obligation
on the Lender.


 


14.24         Non-U.S.
Status. THE LENDER IS A NON-U.S. PERSON AS THAT TERM IS DEFINED IN THE UNITED STATES INTERNAL REVENUE CODE. IT IS HEREBY AGREED
AND UNDERSTOOD THAT THE OBLIGATIONS HEREUNDER MAY BE SOLD OR RESOLD ONLY TO NON-U.S. PERSONS. THE INTEREST PAYABLE HEREUNDER IS
PAYABLE ONLY OUTSIDE THE UNITED STATES. ANY U.S. PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAW.


 


14.25         Escrow
for Future Acquisitions.


 


(a)          On
the Effective Date, the transactions contemplated by this Agreement, and the funding of the initial Revolving Loan hereunder, shall
be closed, but certain proceeds thereof shall be withheld in escrow and disbursed only as set forth in this Section 14.25
and Section 14.26 below. In this regard, on the Effective Date, all fees, payments, disbursements, and expenses payable
from the proceeds of the initial Revolving Loan hereunder shall be fully earned and paid and disbursed to the appropriate parties
pursuant to the Settlement Statement and Joint Disbursement Instructions to be executed by Borrower and Lender on the Effective
Date; provided, however, Four Million Six Hundred Thousand Dollars ($4,600,000) of the initial Revolving Loan (the “Withheld
Amount”) shall be withheld and retained by Lender or by Lender’s counsel, David Kahan, P.A. (“Escrow
Agent”), and shall only be released and disbursed in accordance with the terms and provisions set forth in this Section
14.25 and Section 14.26 below. The Credit Parties and Lender agree and acknowledge that interest hereunder shall not
accrue on the Withheld Amount, unless and until the Withheld Amount, or any portion thereof, shall be released and disbursed to
Borrower hereunder (or on Borrower’s behalf), and in such event, interest shall commence to accrue on that portion of the
Withheld Amount so released and disbursed from the date of such disbursement.


 




    	 	76	 



     


    

 


(b)          It
is the intention of the Borrower to undertake and complete certain acquisitions after the Effective Date (in each case, an “Acquisition,”
and collectively, the “Acquisitions”), and to use the Withheld Amount, or portions thereof, in connection
with such Acquisitions. In this regard, once an Acquisition is identified by Borrower, and Borrower has definitive and binding
agreements in place for the Acquisition, Borrower shall deliver to Lender all information regarding the Acquisition that Lender
may reasonably request or require, including all information regarding the amount and type of current and historical Receipts,
Eligible Accounts, Collateral, and the overall business and operations of the company being acquired (the “Acquisition
Materials”). In the event the Lender requires additional information beyond the Acquisition Materials initially delivered
to Lender, then Lender agrees to notify Borrower of the need for such additional information within five (5) Business Days of Lender’s
receipt of the initial Acquisition Materials. Lender shall provide to Borrower reasonable detail as to what additional Acquisition
Materials are required by Lender in order for it to review same and determine whether or how much of the Withheld Amount to disburse
as hereinafter set forth. Once Lender receives a complete set of Acquisition Materials, then Lender shall, within ten (10) Business
Days after receipt of the complete set of Acquisition Materials, notify Borrower in writing as to what portion of the Withheld
Amount Lender is willing to disburse, based on the Acquisition Materials, and any conditions to the release of such portion of
the Withheld Amount. Lender’s decision as to what portion of the Withheld Amount to release shall be made by Lender in its
sole, but reasonably exercised discretion, based on the payment and compliance history of the Credit Parties as of such date, and
Lender’s then existing underwriting criteria. Without in any manner limiting Lender’s discretion in determining if
and what portion of the Withheld Amount to disburse in connection with an Acquisition per the immediately preceding sentence, Lender’s
decision to disburse the Withheld Amount, or any portion thereof, in connection with any Acquisition may be conditioned, in Lender’s
sole discretion, upon Lender receiving, from the Borrower and/or from the law firm or counsel handling the closing of the Acquisition
(the “Closing Attorney”): (i) a written confirmation from the Closing Attorney in form and substance
acceptable to Lender, stating and confirming that the Acquisition is “Ready to Close” (as hereinafter defined); (ii)
a copy of the final closing statement for the Acquisition, showing the net amount payable to any Person receiving any portion of
the Withheld Amount as part of the consideration for the Acquisition; (iii) copies of fully executed documents from the Acquisition
as may be requested by Lender’s counsel; and (iv) all documents and other items required to be executed, completed and delivered
by any of the Credit Parties in accordance with Section 3.21 above. For purposes of this Section 14.25, the term
“Ready to Close” shall mean, with respect to an Acquisition, that all documents relating to the Acquisition
have been fully and finally executed by all applicable parties thereto, and all other terms and conditions of any nature or kind
to closing on the Acquisition have been fully satisfied and performed, other than payment of the purchase price for such Acquisition
to the sellers. Notwithstanding anything contained herein to the contrary, in no event shall Lender have any obligation to release
any portion of the withheld Amount unless and until the Credit Parties have complied with their obligations under Section 10.22
above.


 




    	 	77	 



     


    

 


(c)          Upon:
(i) receipt by Escrow Agent of the items required by Section 14.25(b) above, and any other items or conditions required
by Lender; (ii) receipt by Escrow Agent of written approval and authorization by Lender to disburse the Withheld Amount, or any
portion thereof (and a written direction from Lender as to the portion of the Withheld Amount to be disbursed); and (iii) provided
no Event of Default has occurred or is continuing under this Agreement or any other Loan Documents, and no event has occurred that,
with the passage of time, the giving of notice, or both, would constitute an Event of Default under this Agreement or any other
Loan Documents, Escrow Agent shall disburse the Withheld Amount, or applicable portion thereof, in accordance with Lender’s
written disbursement authorization applicable thereto. Until the Withheld Amount is fully disbursed to the applicable Persons in
accordance with this Section 14.25, the entire Withheld Amount held by Escrow Agent from time to time shall be additional
security for all Obligations of the Credit Parties to Lender under this Agreement and all other Loan Documents, and be secured
by the Security Agreements and other applicable Loan Documents, and in that regard, in the event, prior to disbursement of the
Withheld Amount in full as hereby contemplated, if an Event of Default shall occur under this Agreement or any other Loan Documents,
then notwithstanding anything to the contrary contained in this Section 14.25, the Lender may, in its sole discretion, direct
the Escrow Agent to disburse the Withheld Amount, or any portion thereof then in Escrow Agent’s possession, to Lender to
be applied against the Obligations hereunder.


 


14.26         Matters
Relating to Escrow Agent.


 


(a)          The
Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no implied duties or obligations shall
be read into this Agreement against the Escrow Agent. Escrow Agent agrees to hold the Withheld Amounts (the “Escrowed
Property”) in a non-interest bearing account and to release same only in accordance with the terms and conditions
set forth in this Agreement and only upon a written direction from Lender.


 


(b)          The
Escrow Agent may act in reliance upon any writing or instrument (including e-mail) or signature which it, in good faith, believes
to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and
may assume that any Person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof
has been duly authorized to do so. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to
form, manner, and execution, or validity of any instrument deposited in this escrow or given to Escrow Agent under this Agreement,
nor as to the identity, authority, or right of any Person executing the same; and its duties hereunder shall be limited to the
safekeeping of the Escrowed Property, and for the disposition of the same in accordance with this Agreement. Escrow Agent shall
not be deemed to have knowledge of any matter or thing unless and until Escrow Agent has actually received written notice of such
matter or thing and Escrow Agent shall not be charged with any constructive notice whatsoever.


 


(c)          Escrow
Agent shall hold in escrow, pursuant to this Agreement, the Escrowed Property actually delivered and received by Escrow Agent hereunder,
and Escrow Agent shall not be obligated to ascertain the existence of (or initiate recovery of) any other property other than property
actually received by Escrow Agent. If all or any portion of the Escrowed Property is in the form of a check or in any other form
other than cash, Escrow Agent shall deposit same as required but shall not be liable for the nonpayment thereof, nor responsible
to enforce collection thereof. Escrow Agent shall not be liable for failure of any financial institution where the Escrowed Property
is deposited.


 




    	 	78	 



     


    

 


(d)          In
the event instructions from Lender, any Credit Parties, or any other Person would require Escrow Agent to expend any monies or
to incur any cost, Escrow Agent shall be entitled to refrain from taking any action until it receives payment for such costs. It
is agreed that the duties of Escrow Agent are purely ministerial in nature and shall be expressly limited to the safekeeping of
the Escrowed Property and for the disposition of same in accordance with this Agreement. The Credit Parties and Lender, jointly
and severally, each hereby indemnifies Escrow Agent and holds it harmless from and against any and all claims, actions, liabilities,
costs and other expenses of any nature or kind, which it may incur or with which it may be threatened, directly or indirectly,
including all attorneys’ fees and costs of litigation, arising from or in any way connected with this Agreement or which
may result from Escrow Agent’s following of instructions from Lender in accordance with this Agreement, except those arising
as a result of Escrow Agent’s gross negligence or willful misconduct. Escrow Agent shall be vested with a lien on all Escrowed
Property under the terms of this Agreement, for indemnification, attorneys’ fees, court costs and all other costs and expenses
arising from any such claims or expenses, interpleader or otherwise, or other expenses, fees or charges of any character or nature,
which may be incurred by Escrow Agent by reason of disputes arising between the Lender and the Credit Parties, or any other Person,
as to the correct interpretation of this Agreement, and instructions given to Escrow Agent hereunder, or otherwise, with the right
of Escrow Agent, regardless of the instruments aforesaid and without the necessity of instituting any proceeding, to hold any property
hereunder until and unless said additional expenses, fees and charges shall be fully paid. Except for the obligation of the Credit
Parties to pay for or otherwise reimburse Escrow Agent for indemnification, attorneys’ fees, court costs and all other costs
and expenses arising from any such claims or expenses, interpleader or otherwise, or other expenses, fees or charges of any character
or nature, which may be incurred by Escrow Agent by reason of disputes arising between the Lender and the Credit Parties, or any
other Person, as set forth in this Section 14.26, the Escrow Agent shall not charge any fees solely for serving as Escrow
Agent hereunder.


 


(e)          In
the event Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands
from Lender, the Credit Parties or from any other Person with respect to the Escrowed Property, which, in Escrow Agent’s
sole opinion, are in conflict with each other or with any provision of this Agreement, Escrow Agent shall be entitled to refrain
from taking any action until it shall be directed otherwise in writing by Lender and the Credit Parties and said other Persons,
if any, or by a final order or judgment of a court of competent jurisdiction. If any of the parties shall be in disagreement about
the interpretation of this Agreement, or about the rights and obligations, or the propriety of any action contemplated by the Escrow
Agent hereunder, the Escrow Agent may, at its sole discretion, deposit the Escrowed Property with a court having jurisdiction over
this Agreement, and, upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent shall fully
cease and terminate. The Escrow Agent shall be indemnified by the Lender and the Credit Parties for all costs, including reasonable
attorneys’ fees, in connection with the aforesaid proceeding, and shall be fully protected in suspending all or a part of
its activities under this Agreement until a final decision or other settlement in the proceeding is received. In the event Escrow
Agent is joined as a party to a lawsuit by virtue of the fact that it is holding the Escrowed Property, Escrow Agent shall, at
its sole option, either: (i) tender the Escrowed Property in its possession to the registry of the appropriate court; or (ii) disburse
the Escrowed Property in its possession in accordance with the court’s ultimate disposition of the case, and Lender and the
Credit Parties hereby, jointly and severally, indemnify and hold Escrow Agent harmless from and against any damages or losses in
connection therewith including, but not limited to, reasonable attorneys’ fees and court costs at all trial and appellate
levels.


 




    	 	79	 



     


    

 


(f)          The
Escrow Agent may consult with counsel of its own choice (and the costs of such counsel shall be paid by the Credit Parties and
Lender) and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good
faith and in accordance with the opinion of such counsel. The Escrow Agent shall not be liable for any mistakes of fact or error
of judgment, or for any actions or omissions of any kind, unless caused by its willful misconduct or gross negligence.


 


(g)          The
Escrow Agent may resign upon ten (10) days’ written notice to the parties in this Agreement. If a successor Escrow Agent
is not appointed by the Lender and Credit Parties within this ten (10) day period, the Escrow Agent may petition a court of competent
jurisdiction to name a successor.


 


(h)          Conflict
Waiver. The Credit Parties hereby acknowledge that the Escrow
Agent is counsel to the Lender in connection with the transactions contemplated and referred herein. The Credit Parties agree that
in the event of any dispute arising in connection with this Agreement or otherwise in connection with any transaction or agreement
contemplated and referred herein, the Escrow Agent shall be permitted to continue to represent the Lender and the Credit Parties
will not seek to disqualify such counsel and waives any objection the Credit Parties might have with respect to the Escrow Agent
acting as the Escrow Agent pursuant to this Agreement. The Lender and the Credit Parties acknowledge and agree that nothing in
this Agreement shall prohibit Escrow Agent from: (i) serving in a similar capacity on behalf of others; or (ii) acting in the capacity
of attorneys for one or more of the parties hereto in connection with any matter.


 


[REMAINDER OF PAGE LEFT BLANK, SIGNATURE
PAGE FOLLOWS]


 




    	 	80	 



     


    

 


IN WITNESS WHEREOF,
Borrower and Lender have executed this Credit Agreement as of the date first above written.


 


BORROWER:


 


TARSIER LTD., a Delaware corporation


 


	By:	/s/ Isaac H. Sutton	 
	Name:	 	 
	Title:	 	 


 


STATE OF ____________  )


SS.


COUNTY OF ____________  )


 


The foregoing instrument
was acknowledged before me this ___ day of ___________, 2016 by _________________, who is the _________________ of Tarsier Ltd.,
on behalf of such entity. He/She is personally known to me or has produced __________________________ as identification.


 


My Commission Expires:


 


	 	 
	 	Notary Public
	 	 
	 	 
	 	Name of Notary typed or printed


 


LENDER:


 


TCA GLOBAL CREDIT MASTER FUND, LP


 


	By:	TCA Global Credit Fund GP, Ltd.
	Its:	General Partner


 


	By:	/s/ Robert Press	 
	Name:	Robert Press	 
	Title:	Director	 


 




    	 	81	 



     


    

 


CONSENT AND AGREEMENT


 


The undersigned, referred to in the foregoing
senior secured revolving credit facility agreement as a “Corporate Guarantor,” hereby consents and agrees to said senior
secured revolving credit facility agreement and to the payment of the amounts contemplated therein, documents contemplated thereby,
representations and warranties made therein, and to the provisions contained therein relating to conditions to be fulfilled and
obligations to be performed by it pursuant to or in connection with said senior secured revolving credit facility agreement to
the same extent as if the undersigned were a party to said senior secured revolving credit facility agreement.


 


CORPORATE GUARANTOR:


 


TARSIER SYSTEMS LTD., a New York corporation


 


	By:	/s/ Isaac H. Sutton	 
	Name:	 	 
	Title:	 	 


 


STATE OF ____________  )


SS.


COUNTY OF ____________  )


 


The foregoing instrument
was acknowledged before me this ___ day of ___________, 2016 by _________________, who is the _________________ of Tarsier Systems
Ltd., on behalf of such entity. He/She is personally known to me or has produced __________________________ as identification.


 


My Commission Expires:


 


	 	 
	 	Notary Public
	 	 
	 	 
	 	Name of Notary typed or printed


 




    	 	82	 



     


    

 


INDEX OF EXHIBITS


 


	Exhibit A	 	Form of Compliance Certificate
	Exhibit B	 	Form of Guaranty (Corporate) 
	Exhibit C	 	Form of Irrevocable Transfer Agent Instructions
	Exhibit D	 	Form of Pledge Agreement
	Exhibit E	 	Form of Revolving Note
	Exhibit F-1	 	Form of Security Agreement (Borrower)
	Exhibit F-2	 	Form of Security Agreement (Subsidiary/Guarantor) 
	Exhibit G	 	Form of Validity Certificate


 


INDEX OF SCHEDULES


 


	Schedule 7.1	 	Subsidiaries
	Schedule 7.4	 	Capitalization
	Schedule 7.18	 	Real Property
	Schedule 7.21	 	IP Rights
	Schedule 7.28 	 	Bank Accounts and Deposit Accounts
	Schedule 7.29 	 	Places of Business


 




    	 	83	 



     


    

 


Exhibit A


 


Form of Compliance Certificate


 




    	 	84	 



     


    

 


Exhibit B


 


Form of Guaranty Agreement (Corporate)


 




    	 	85	 



     


    

 


Exhibit C


 


Form of Irrevocable Transfer Agent Instructions


 




    	 	86	 



     


    

 


Exhibit D


 


Form of Pledge Agreement


 




    	 	87	 



     


    

 


Exhibit E


 


Form of Revolving Note


 




    	 	88	 



     


    

 


Exhibit F-1


 


Form of Security Agreement – Borrower


 




    	 	89	 



     


    

 


Exhibit F-2


 


Form of Security Agreement – Subsidiaries


 




    	 	90	 



     


    

 


Exhibit G


 


Form of Validity Certificates


 




    	 	91	 



     


    

 


Schedule 7.1


 


Subsidiaries


 




    	 	92	 



     


    

 


Schedule 7.4


 


Capitalization


 




    	 	93	 



     


    

 


Schedule 7.18


 


Real Property


 




    	 	94	 



     


    

 


Schedule 7.21


 


IP Rights


 




    	 	95	 



     


    

 


Schedule 7.28


 


Bank Accounts and Deposit Accounts


 




    	 	96	 



     


    

 


Schedule 7.29


 


Places of Business


 




    	 	97