Exhibit 10.5


 


 



 


LOAN AND SECURITY AGREEMENT


 


Dated as of February 16, 2017


 





 



 


Wireless
Telecom Group, Inc.,


Boonton
Electronic CORPORATION,


and


microlab/fxr


 


as Borrowers


 


and


 





 



 


BANK OF AMERICA, N.A.,


as Lender


 


 




    	 



    	



    

TABLE
OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	Section 1.	 	DEFINITIONS; RULES OF CONSTRUCTION	1
	1.1.	 	Definitions	1
	1.2.	 	Accounting Terms	12
	1.3.	 	Uniform Commercial Code	12
	Section 2.	 	CREDIT FACILITIES	12
	2.1.	 	Revolver Commitment.	12
	2.2.	 	Term Loan Commitment	13
	2.3.	 	Letter of Credit Facility	13
	Section 3.	 	INTEREST, FEES AND CHARGES	14
	3.1.	 	Interest.	14
	3.2.	 	Fees.	15
	3.3.	 	Computation of Interest, Fees, Yield Protection	15
	3.4.	 	Reimbursement Obligations	16
	3.5.	 	Illegality	16
	3.6.	 	Inability to Determine Rates	16
	3.7.	 	Increased Costs; Capital Adequacy	16
	3.8.	 	Maximum Interest	17
	Section 4.	 	LOAN ADMINISTRATION	17
	4.1.	 	Manner of Borrowing and Funding Revolver Loans	17
	4.2.	 	Effect of Termination	18
	4.3.	 	Borrower Agent	18
	4.4.	 	One Obligation	18
	Section 5.	 	PAYMENTS	18
	5.1.	 	General Payment Provisions	18
	5.2.	 	Repayment of Revolver Loans	18
	5.3.	 	Repayment of Term Loan	19
	5.4.	 	Payment of Other Obligations	19
	5.5.	 	Marshaling; Payments Set Aside	19
	5.6.	 	Application of Payments; Dominion Account	19
	5.7.	 	Account Stated	19
	5.8.	 	Nature and Extent of Each Borrowers’ Liability.	20
	Section 6.	 	CONDITIONS PRECEDENT	21
	6.1.	 	Conditions Precedent to Initial Loans	21
	6.2.	 	Conditions Precedent to All Credit Extensions	23
	Section 7.	 	COLLATERAL	23
	7.1.	 	Grant of Security Interest	23
	7.2.	 	Lien on Deposit Accounts; Cash Collateral	24
	7.3.	 	Reserved.	24
	7.4.	 	Other Collateral	24
	7.5.	 	Limitations	25
	7.6.	 	Further Assurances; Extent of Liens	25
	Section 8.	 	COLLATERAL ADMINISTRATION	25
	8.1.	 	Borrowing Base Reports	25
	8.2.	 	Accounts	25
	8.3.	 	Inventory	26
	8.4.	 	Equipment	26
	8.5.	 	Deposit Accounts	26
	8.6.	 	General Provisions	27
	8.7.	 	Power of Attorney	28
	




    	 



    	



    


	Section 9.	 	REPRESENTATIONS AND WARRANTIES	28
	9.1.	 	General Representations and Warranties	28
	9.2.	 	Complete Disclosure	31
	Section 10.	 	COVENANTS AND CONTINUING AGREEMENTS	32
	10.1.	 	Affirmative Covenants	32
	10.2.	 	Negative Covenants	34
	10.3.	 	Financial Covenants.	38
	10.4.	 	Post-Closing	38
	Section 11.	 	EVENTS OF DEFAULT; REMEDIES ON DEFAULT	38
	11.1.	 	Events of Default	38
	11.2.	 	Remedies upon Default	39
	11.3.	 	License	40
	11.4.	 	Setoff	40
	11.5.	 	Remedies Cumulative; No Waiver	40
	Section 12.	 	MISCELLANEOUS	41
	12.1.	 	Amendments and Waivers	41
	12.2.	 	Indemnity	41
	12.3.	 	Notices and Communications	41
	12.4.	 	Performance of Borrowers’ Obligations	42
	12.5.	 	Credit Inquiries	42
	12.6.	 	Severability	42
	12.7.	 	Cumulative Effect; Conflict of Terms	43
	12.8.	 	Counterparts	43
	12.9.	 	Entire Agreement	43
	12.10.	 	No Control; No Fiduciary Responsibility	43
	12.11.	 	Waiver of Confidentiality	43
	12.12.	 	Governing Law	43
	12.13.	 	Consent to Forum	43
	12.14.	 	Waivers by Borrowers	44
	12.15.	 	Patriot Act Notice	44
	12.16.	 	NO ORAL AGREEMENT	44


 


LIST
OF SCHEDULES


 


	Schedule 8.5	 	Deposit Accounts
	Schedule 8.6.1	 	Business Locations
	Schedule 9.1.4	 	Names and Capital Structure
	Schedule 9.1.11	 	Patents, Trademarks, Copyrights and Licenses
	Schedule 9.1.14	 	Environmental Matters
	Schedule 9.1.15	 	Restrictive Agreements
	Schedule 9.1.16	 	Litigation
	Schedule 9.1.18	 	Pension Plans
	Schedule 10.2.2	 	Existing Liens
	Schedule 10.2.14	 	Restrictive Agreements
	Schedule 10.2.17	 	Existing Affiliate Transactions




    	(ii)



    	



    



LOAN
AND SECURITY AGREEMENT


 


THIS LOAN AND SECURITY
AGREEMENT (this “Agreement”) is dated as of February 16, 2017, among Wireless
Telecom Group, Inc., a New Jersey corporation (“WTG”), Boonton Electronic Corporation, a
New Jersey corporation, (“Boonton”), Microlab/FXR, a New Jersey corporation (“Microlab and, together
with WTG and Boonton, each a “Borrower” and collectively, the “Borrowers”) and BANK OF AMERICA,
N.A., a national banking association (“Lender”).


 


R E C I T A L S:


 


Borrowers have requested
that Lender provide a credit facility to Borrowers to finance a portion of the Acquisition Consideration for the Target Acquisition
(as defined herein) and to provide financing for Borrowers’ working capital needs and general corporate purposes. Lender
is willing to provide the credit facility on the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE,
for valuable consideration hereby acknowledged, the parties agree as follows:


 


Section
1.         DEFINITIONS; RULES OF CONSTRUCTION


 


1.1.        
Definitions. In addition to terms defined elsewhere in this Agreement, the following terms have the meanings set
forth below:


 


Account: as
defined in the UCC, including all rights to payment for goods sold or leased, or for services rendered.


 


Account Debtor:
a Person obligated under an Account, Chattel Paper or General Intangible.


 


Acquired Business: the business of
developing embedded hardware and software components for signal processing/RF modules, as conducted by the Target immediately
prior to giving effect to the Target Acquisition.


 


Acquisition:
a transaction or series of transactions resulting in (a) acquisition of a business, division or substantially all assets of a
Person; (b) record or beneficial ownership of 50% or more of the Equity Interests of a Person; or (c) merger, consolidation or
combination of a Borrower or Subsidiary with another Person.


 


Acquisition Consideration:
any cash or other property received by Sellers as consideration for the Target Acquisition.


 


Affiliate: with respect to a specified
Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power,
by contract or otherwise. “Controlling” and “Controlled” have correlative meanings.





 


Allocable Amount:
as defined in Section 5.8.3(b).


 


Applicable Margin:
the margin set forth below, as determined by the Fixed Charge Coverage Ratio as of the most recently ended Fiscal Quarter:



    	 



    	



    


	Level	Fixed
    Charge Coverage Ratio for most recently ended Fiscal 

Quarter	Applicable


    Margin for

 Revolving 

Loans	Applicable


    Margin for

 Term Loans
	I	Greater than or equal to 1.25 : 1.00

         
	2.75%	3.25%
	II	Greater than or equal to 1.00 : 1.00, but less than
        1.25 : 1.00

         
	3.00%	3.50%
	III	Less than 1.00:1.00

         
	3.25%	3.75%



Until September 30,
2017, margins shall be determined as if Level II were applicable. Thereafter, the margins shall be subject to increase or decrease
by Lender on the first day of each of the Borrowers’ Fiscal Quarters based upon the Fixed Charge Coverage Ratio as of the
most recently ended Fiscal Quarter. If Lender is unable to calculate the Fixed Charge Coverage Ratio for the most recently ended
Fiscal Quarter due to Borrower Agent’s failure to deliver any financial statement when required hereunder, then, at the
option of Lender, margins shall be determined as if Level III were applicable until the first day of the Fiscal Quarter following
its receipt.


 


Availability:
the Borrowing Base minus Revolver Usage.


 


Average Daily Availability:
shall mean, for any period of determination, the average daily Availability during such period of determination.


 


Bank Product:
any of the following products, services or facilities extended to a Borrower by Lender or any of its Affiliates: (a) Cash Management
Services; (b) products under Hedging Agreements; and (c) commercial credit card and merchant card services.


 


Bank Product Debt:
debt, obligations and other liabilities of Borrowers with respect to Bank Products.


 


Bank Product Reserve:
the aggregate amount of reserves established by Lender from time to time in its Permitted Discretion in respect of Bank Product
Debt.


 


Borrowed Money:
with respect to any Obligor, without duplication, its (a) debt that (i) arises from the lending of money by any Person to such
Obligor; (ii) is evidenced by notes, drafts, bonds, debentures, credit documents or similar instruments; (iii) accrues interest
or is a type upon which interest charges are customarily paid (excluding trade payables owing in the ordinary course of business);
or (iv) was issued or assumed as full or partial payment for Property; (b) capital leases; (c) reimbursement obligations with
respect to letters of credit; and (d) guaranties of any debt of the foregoing types owing by another Person.


 


Borrower Agent:
as defined in Section 4.3.


 


Borrowing Base:
on any date of determination, an amount equal to the lesser of (a) the Revolver Commitment; or (b) the sum of (i) up to 85% of
the amount of Borrowers’ domestic Eligible Accounts, plus (ii) the lesser of (x) $2,000,000 and (y) up to 85% of
the amount of Borrowers’ Eligible Foreign Insured Accounts, plus (iii) up to 85% of Borrower’s Eligible Extended
Term Accounts, plus (iv) up to the lesser of (A) 65% of the Value of Borrowers’ Eligible Inventory, not to exceed
the lesser of (1) $2,500,000 and (2) 40% of the Borrowing Base as of the date of determination and (B) 85% of the NOLV of Borrowers’
Eligible Inventory, provided, that, the foregoing clauses (A) and (B) may be applied independently to raw materials
and finished goods by Borrower, minus (v) Reserves.


 


Borrowing Base Report:
a report of the Borrowing Base by Borrowers, in form and substance satisfactory to Lender. 



    	-2-



    	



    


Business Day:
any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are
in fact closed in, New York, and if such day relates to LIBOR, any such day on which dealings in dollar deposits are conducted
in the London interbank market.


 


Capital Expenditures:
as defined under GAAP.


 


Cash Collateral:
cash, and any interest or other income earned thereon, that is delivered to Lender to Cash Collateralize any Obligations.


 


Cash Collateral
Account: a demand deposit, money market or other account maintained with Lender and subject to Lender’s Liens.


 


Cash Collateralize:
the delivery of cash to Lender, as security for the payment of Obligations, in an amount equal to (a) with respect to LC Obligations,
105% of the aggregate LC Obligations, and (b) with respect to any other Obligations (including Obligations arising under Bank
Products), Lender’s good faith estimate of the amount due or to become due. “Cash Collateralization” has a
correlative meaning.


 


Cash Management
Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including
automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository,
information reporting, lockbox and stop payment services.


 


Change of Control:
(a) any person or group of persons (within the meaning of Section 13(d) or 14(a) of the Exchange Act) shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 of the Exchange Act) of thirty-five percent (35%) or more of the voting Equity Interests
of WTG; (b) WTG ceases to own or control, beneficially and of record, directly or indirectly, 100% of all Equity Interests in
Wireless Telecommunications Group, LTD (and its successor by merger after completion of the Target Acquisition), Boonton and Microlab;
(c) a change in the majority of directors of any Borrower during any 24 month period, unless approved by the majority of directors
serving at the beginning of such period; or (d) the sale or transfer of all or substantially all assets of any Borrower.


 


Collateral:
all Property described in Section 7.1, and all other Property that now or hereafter secures (or is intended to secure)
any Obligations.


 


Commitment Termination
Date: the earliest to occur of (a) the Revolver Termination Date; (b) the date on which Borrowers terminate the Revolver Commitment
pursuant to Section 2.1.3; or (c) the date on which the Revolver Commitment is terminated pursuant to Section 11.2.


 


Commitments:
the Revolver Commitment and Term Loan Commitment.


 


Compliance Certificate:
a certificate delivered by a knowledgeable officer of Borrower Agent certifying compliance with Section 10.3.


 


Default: an
event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.


 


Default Rate:
for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% plus the interest rate otherwise
applicable thereto.


 


Deposit Account
Control Agreement: a control agreement satisfactory to Lender executed by an institution maintaining a Deposit Account for
an Obligor, to perfect Lender’s Lien on such account.


 


Dilution Reserve:
a reserve established from time to time by Lender, in its Permitted Discretion, in an amount less than or equal to the amount
of Borrowers’ bad debt write-downs, discounts, returns, 



    	-3-



    	



    

promotions, credits, credit memos and other cash reductions with
respect to Accounts to the extent such amount exceeds 5% of the gross face amount of such Accounts, as determined from the most
recent field examination conducted by Lender and calculated on a trailing twelve month basis.


 


Domestic
Subsidiary: any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of
Columbia.


 


Dominion Account:
a special account established by Borrowers at Lender over which Lender has exclusive control for withdrawal purposes.


 


Earn-Out Payments:
the earn-out payments required to be paid to Seller(s) under the Share Purchase Agreement.


 


EBITDA: shall
mean for any period with respect to Borrowers and their Domestic Subsidiaries on a consolidated basis, the sum of (without duplication):
(a) net income (or loss) for such period; plus (b) all interest expense for such period; plus (c) all charges against
income for such period for federal, state and local taxes; plus (d) depreciation expenses for such period; plus
(e) amortization expenses for such period; plus (f) non-cash foreign exchange translations; plus (g) expenses
incurred in connection with the Target Acquisition and the closing of this Agreement, to the extent expensed, up to $1,300,000;
plus (h) as a one-time accommodation to Borrowers, integration expenses incurred in connection with the Target Acquisition
up to $550,000; plus (i) as a one-time accommodation to Borrowers, the expense of writing off Inventory which has been
owned by Borrowers for at least three years up to $550,000; plus (j) any non-cash adjustments (including non-cash purchase
accounting adjustments), in each case as required or permitted by the application of GAAP (including purchase method of accounting
for acquisitions and consolidations, changes in accounting for the amortization of goodwill and certain other intangibles and
write downs of long-lived assets, provided, that, the foregoing clause (j) shall not apply to the write down or
impairment of the value of Inventory or Accounts); plus (k) non-cash stock compensation expense; plus (l) merger
and acquisition costs incurred in connection with the Target Acquisition; plus (m) documented non-recurring expenses and
non-cash restructuring costs, provided, that, net income will be reduced in the amount of such costs as they are
paid in cash (collectively, “Non-Recurring Expenses”), provided further, that, the aggregate amount
under clause (m) hereof shall not exceed the lesser of (x) $1,500,000 and (y) 10% of EBITDA (calculated before giving effect to
the addbacks under clause (m) hereof) in the aggregate for any four consecutive fiscal quarter period. Notwithstanding the foregoing
proviso, as a one-time accommodation to Borrowers, the foregoing limitation shall not apply to the first $200,000 of non-cash
restructuring costs ultimately paid in cash.


 


Eligible Account:
an Account owing to a Borrower that arises in the ordinary course of business from the sale of goods or rendition of services,
and is deemed by Lender, in its Permitted Discretion, to be an Eligible Account. Without limiting the foregoing, no Account shall
be an Eligible Account if (a) it is unpaid for more than 60 days after the original due date, or more than 90 days
after the original invoice date; (b) 50% or more of the Accounts owing by the Account Debtor (or its Affiliates) are not Eligible
Accounts under the foregoing clause; (c) when aggregated with other Accounts owing by the Account Debtor (or its Affiliates),
it exceeds (i) for Verizon, 50%, (ii) for all other investment grade Account Debtors, 25% or (iii) for all other Account Debtors,
15% of the aggregate Eligible Accounts (or such higher percentage as Lender may establish for the Account Debtor
from time to time); (d) it does not conform with a covenant or representation herein; (e) it is owing by a creditor or supplier,
or is otherwise subject to a potential offset, counterclaim, dispute, deduction, discount, recoupment, reserve, defense, chargeback,
credit or allowance (but ineligibility shall be limited to the amount thereof); (f) an insolvency or bankruptcy proceeding has
been commenced by or against the Account Debtor; or the Account Debtor has failed, has suspended or ceased doing business, is
liquidating, dissolving or winding up its affairs, is not solvent, or is subject to any sanction or on any specially designated
nationals list maintained by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”);
or the Borrower is not able to bring suit or enforce remedies against the Account Debtor through judicial process; (g) the Account




    	-4-



    	



    

Debtor is organized or has its principal offices or assets outside the United States , unless the Account is supported by a letter
of credit (delivered to and directly drawable by Lender) or credit insurance satisfactory in all respects to Lender; (h) it is
owing by a governmental authority, unless the Account Debtor is the United States or any department, agency or instrumentality
thereof and the Account has been assigned to Lender in compliance with the federal Assignment of Claims Act (i) for any contract
executed prior to the closing date, within two hundred seventy (270) days after the closing date or (ii) for any contract executed
after the closing date, within ninety (90) days after the date such order form is executed; (i) it is not subject to a duly perfected,
first priority Lien in favor of Lender, or is subject to any other Lien; (j) the goods giving rise to it have not been delivered
to the Account Debtor, the services giving rise to it have not been accepted by the Account Debtor, or it otherwise does not represent
a final sale; (k) it is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment; (l) its payment
has been extended or the Account Debtor has made a partial payment; (m) it arises from a sale to an Affiliate, from a sale on
a cash-on-delivery, bill-and-hold, sale-or-return, sale-on-approval, consignment, or other repurchase or return basis, or from
a sale for personal, family or household purposes; (n) it represents a progress billing or retainage, or relates to services for
which a performance, surety or completion bond or similar assurance has been issued; or (o) it includes a billing for interest,
fees or late charges, but ineligibility shall be limited to the extent thereof. In calculating delinquent portions of Accounts
under clauses (a) and (b), credit balances more than 90 days old will be excluded.


 


Eligible Extended
Term Accounts: the Accounts of large national Account Debtors that Lender has approved in its Permitted Discretion and that
(a) receive extended terms; (b) meet the requirements of an Eligible Account, except clause (a) of such definition; and (c) are
not due or unpaid more than (i) one hundred twenty (120) days after the original invoice date or (ii) sixty (60) days after the
original due date.


 


Eligible Insured
Foreign Accounts: Accounts that meet the requirements of Eligible Accounts, except clause (g) of such definition, to the extent
that such Account is credit insured (the insurance carrier, amount and terms of such insurance shall be reasonably acceptable
to Lender, shall name Lender as beneficiary or loss payee, as applicable and shall be monitored by FTI).


 


Eligible Inventory:
Inventory owned by a Borrower that Lender, in its Permitted Discretion, deems to be Eligible Inventory. Without limiting the foregoing,
no Inventory shall be Eligible Inventory unless it (a) is finished goods or raw materials and not work-in-process, packaging or
shipping materials, labels, samples, display items, bags, replacement parts or manufacturing supplies; (b) is not held on consignment,
nor subject to any deposit or down payment; (c) is in new and saleable condition and is not damaged, defective, shopworn or otherwise
unfit for sale; (d) is not slow-moving, perishable, obsolete or unmerchantable, and does not constitute returned or repossessed
goods; (e) meets all standards imposed by any governmental authority, has not been acquired from an entity subject to any sanction
or on any specially designated nationals list maintained by OFAC, and does not constitute hazardous materials under any environmental
law; (f) conforms with the covenants and representations herein; (g) is subject to Lender’s duly perfected, first priority Lien,
and no other Lien; (h) is within the continental United States, is not in transit except between locations of Borrowers, and is
not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License
or other arrangement that restricts any Borrower’s or Lender’s right to dispose of such Inventory, unless Lender has received
an appropriate Lien Waiver; (k) is located (i) on a premises containing Eligible Inventory with an aggregate Value of at least
$50,000, (ii) if such Inventory is located on a leased premises or in the possession of a warehouseman, processor, repairman,
mechanic, shipper, freight forwarder or other Person, such lessor or such other Person has delivered a Lien Waiver or an appropriate
Reserve has been established, provided, that, so long as Borrowers maintain Inventory with an aggregate Value of
less than $60,000 at the Lambda Warehouse, no Lien Waiver shall be required for such location, or (iii) if such Inventory is located
on a premises owned by Borrowers and such premises is subject to a mortgage, the mortgagee of such premises has delivered a mortgagee
waiver in form and substance satisfactory to Lender.



    	-5-



    	



    


Enforcement Action:
any action to enforce any Obligations or Loan Documents or to realize upon any Collateral.


 


Equity Interest:
the interest of any (a) shareholder in a corporation; (b) partner in a partnership (whether general, limited, limited liability
or joint venture); (c) member in a limited liability company; or (d) other Person having any other form of equity security or
ownership interest.


 


Excess Availability:
the lesser of (a) the Commitments and (b) (i) the Borrowing Base minus (ii) all outstanding Loans and the Stated Amount
of all outstanding Letters of Credit.


 


Excess Availability
Trigger Period: any period for which Excess Availability is less than 20% of the Commitments until such time that Excess Availability
is greater than or equal to 20% of the Commitments for thirty (30) consecutive days.


 


Exchange Act:
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the United States Securities and Exchange
Commission promulgated thereunder.


 


Excluded Property:
(a) any disbursement deposit account the funds in which are used solely for the payment of salaries and wages, employee benefits,
workers’ compensation and similar expenses, (b) any owned or leased Real Estate, (c) any personal property (including, without
limitation, motor vehicles) in respect of which perfection of a Lien is effected by retention of certificate of title to vehicles
or trailers and/or appropriate evidence of the Lien being filed with the applicable jurisdiction’s department of motor vehicles
or other governmental authority, unless reasonably requested by Lender, (d) any certificates, licenses and other authorizations
issued by any governmental authority to the extent that applicable law prohibits the granting of a security interest, (f) any
property which is subject to a purchase money Lien pursuant to documents which prohibit a Borrower from granting any other Liens
in such property, and (g) any non-material lease, license, contract or agreement to which any Borrower is a party, and any of
its rights or interests thereunder, if and to the extent that a security interest therein is prohibited by or in violation of
(x) any applicable law, or (y) a term, provision or condition of any such lease, license, contract or agreement (unless in each
case, such applicable law, term, provision or condition would be rendered ineffective with respect to the creation of such security
interest pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions)
of any relevant jurisdiction or any other applicable law or principles of equity), provided, however, that the foregoing
shall cease to be treated as “Excluded Property” (and shall constitute Collateral) immediately at such time as the
contractual or legal prohibition shall no longer be applicable and to the extent severable, such security interest shall attach
immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (x) or (y)
above, provided, further that Excluded Property shall not include any proceeds of any such lease, license, contract
or agreement or any goodwill of Borrowers’ business associated therewith or attributable thereto.


 


Financed Capital
Expenditures: for any period, Capital Expenditures (a) financed with the proceeds of debt other than with proceeds of a Revolving
Loan; (b) made in connection with the replacement, substitution or restoration of assets to the extent financed (i) from insurance
proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored or (ii)
with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced; (c) representing
the purchase price of Equipment that is purchased simultaneously with the trade in of existing Equipment to the extent that the
gross amount of such purchase price is reduced by the credit granted by the seller of such Equipment for the Equipment being traded
in at such time; and (d) representing the purchase of plant, property, or equipment to the extent financed with the proceeds of
Dispositions permitted hereunder.


 


Fiscal Quarter:
each period of three months, commencing on the first day of a Fiscal Year.



    	-6-



    	



    


Fiscal Year:
the Fiscal Year of Borrowers (as the context may require) and its Subsidiaries for accounting and tax purposes, ending on December
31 of each year.


 


Fixed Charge Coverage
Ratio: the ratio, determined for Borrowers and their Domestic Subsidiaries on a consolidated basis for the most recent 12
month period then ended, of (a) EBITDA minus (i) Unfinanced Capital Expenditures, minus (ii) cash taxes paid, to
(b) Fixed Charges.


 


Fixed Charges:
for any period of determination for Borrowers and their Domestic Subsidiaries on a consolidated basis, the sum of (a) interest
expense (other than payment-in-kind), plus (b) regularly scheduled principal payments made on Borrowed Money, plus
(c) Restricted Equity Payments made in cash during such period. Notwithstanding the foregoing, for purposes of calculating Fixed
Charges for any period that includes a Fiscal Quarter (or a portion thereof) prior to the Closing Date, Fixed Charges shall be
calculated on a pro-rated basis for the period from the Closing Date to the date of determination by dividing (x) the Fixed Charges
by (y) the actual number of days in such period (z) multiplied by 365.


 


Foreign Subsidiary:
any Subsidiary of any Person that is not organized or incorporated in the United States, any state or territory thereof or the
District of Columbia.


 


Guarantor: each
Person that guarantees payment or performance of Obligations.


 


Guarantor Payment:
as defined in Section 5.8.3(b).


 


Hedging Agreement:
a “swap agreement” as defined in U. S. Bankruptcy Code Section 101(53B)(A).


 


Holdback Amount:
as defined in the Share Purchase Agreement.


 


Inventory: as
defined in the UCC, including all goods intended for sale, lease, display or demonstration; all work in process; and all raw materials,
and other materials and supplies of any kind that are or could be used in connection with the manufacture, printing, packing,
shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in a Borrower’s business (but excluding
Equipment).


 


Lambda Warehouse:
the Lambda Antenas SL warehouse located at Calle Calabozos, 13, nave 3, 28108 Alcobendas, Madrid, Spain.


 


LC Application:
an application by a Borrower to Lender for issuance of a Letter of Credit, in form and substance satisfactory to Lender.


 


LC Conditions:
upon issuance of the Letter of Credit: (a) each condition in Section 6 is satisfied; (b) after giving effect to any requested
Letter of Credit, (i) total LC Obligations do not exceed the Letter of Credit Subline and (ii) Revolver Usage does not exceed
the Borrowing Base; and (c) the purpose and form of the Letter of Credit are satisfactory to Lender in its Permitted Discretion.


 


LC Documents:
all documents, instruments and agreements (including LC Requests and LC Applications) delivered by a Borrower or any other Person
to Lender in connection with any Letter of Credit.


 


LC Obligations:
the sum of (a) all amounts owing by Borrowers for drawings under Letters of Credit; and (b) the Stated Amount of all outstanding
Letters of Credit.


 


LC Request:
a request for issuance of a Letter of Credit, to be provided by a Borrower in form satisfactory to Lender.



    	-7-



    	



    


Letter of Credit:
any standby or documentary letter of credit, foreign guaranty, documentary bankers acceptance or similar instrument issued by
Lender for the account or benefit of a Borrower.


 


Letter of Credit
Subline: $500,000.


 


LIBOR: for each
month, the per annum rate of interest (rounded up to the nearest 1/8th of 1% and in no event less than zero) determined by Lender
at or about 11:00 a.m. (London time) as of the first day of such month for a one-month term equal to the London Interbank Offered
Rate for a 30-day interest period, or comparable or successor rate approved by Lender, as published on the applicable Reuters
screen page (or other commercially available source designated by Lender from time to time); provided, that any comparable or
successor rate shall be applied by Lender, if administratively feasible, in a manner consistent with market practice. If such
rate is not available at such time, then the rate will be determined by such alternate method as reasonably selected by Lender.
If at any time LIBOR is less than zero, such rate shall be deemed to be zero.


 


License: any
license or agreement under which an Obligor is authorized to use intellectual property in connection with any manufacture, marketing,
distribution or disposition of Collateral, any use of Property or any other conduct of its business.


 


Lien: a Person’s
interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security interest, pledge,
hypothecation, assignment, trust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, lease,
or other title exception or encumbrance.


 


Lien Waiver:
an agreement, in form and substance satisfactory to Lender, by which (a) a lessor waives or subordinates any Lien it may have
on the Collateral, and agrees to permit Lender to enter upon the premises and remove the Collateral or to use the premises to
store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight
forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession
relating to the Collateral as agent for Lender, and agrees to deliver the Collateral to Lender upon request; (c) for any Collateral
held by a repairman, mechanic or bailee, such Person acknowledges Lender’s Lien, waives or subordinates any Lien it may have on
the Collateral, and agrees to deliver the Collateral to Lender upon request; and (d) for any Collateral subject to a licensor’s
intellectual property rights, the licensor grants to Lender the right, vis-à-vis such licensor, to enforce Lender’s Liens
with respect to the Collateral, including the right to dispose of it with the benefit of the intellectual property, whether or
not a default exists under any applicable license.


 


Loan: a Revolver
Loan or Term Loan.


 


Loan Documents:
this Agreement, Other Agreements and Security Documents.


 


Loan Year: each
12 month period commencing on the Closing Date (as defined in Section 6.1) and on each anniversary of the Closing Date.


 


Material Adverse
Effect: the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, (a)
has or could be reasonably expected to have a material adverse effect on the business, operations, Properties or financial condition
of Borrowers and their Subsidiaries, taken as a whole, on the value of any material Collateral taken as a whole, on the enforceability
of any Loan Documents, or on the validity or priority of Lender’s Liens on any Collateral; (b) impairs the ability of Borrowers
to perform their obligations under the Loan Documents, including repayment of any Obligations; or (c) otherwise impairs the ability
of Lender to enforce or collect any Obligations or to realize upon any Collateral.


 


NOLV: the net
orderly liquidation value of Inventory, expressed as a percentage, expected to be 



    	-8-



    	



    

realized at an orderly, negotiated sale held
within a reasonable period of time, net of all liquidation and/or foreclosure expenses, as determined from the most recent appraisal
of Borrowers’ Inventory, performed by an appraiser and on terms satisfactory to Lender.


 


Notice of Borrowing:
a request by Borrower Agent for a Borrowing of Revolver Loans, in form satisfactory to Lender.


 


Obligations:
all (a) principal of and premium, if any, on the Loans, (b) LC Obligations and other obligations of Borrower with respect to Letters
of Credit (c) interest, expenses, fees, costs, indemnification obligations and other amounts payable by Borrowers under the Loan
Documents, (d) Bank Product Debt, and (e) other debts, obligations and liabilities of any kind owing by Borrowers to Lender or
any of its Affiliates, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed
in any insolvency or bankruptcy proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance,
loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary
or secondary, or joint or several.


 


Obligor: each
Borrower, Guarantor, or any other Person that is liable for payment of any Obligations or that has granted a Lien in favor of
Lender on its assets to secure any Obligations.


 


Other Agreement:
each LC Document, Lien Waiver, Borrowing Base Report, Compliance Certificate, financial statement or report delivered hereunder;
or other document, instrument or agreement (other than this Agreement or a Security Document) now or hereafter delivered by an
Obligor or other Person to Lender in connection with any transactions relating hereto.


 


Patriot Act:
the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
Pub. L. No. 107-56, 115 Stat. 272 (2001).


 


Payment Item:
each check, draft or other item of payment payable to Borrowers, including those constituting proceeds of any Collateral.


 


Permitted Acquisition:
any Acquisition as long as (a) the Restricted Payment Conditions are satisfied as of the date of such Acquisition; (b) the Acquisition
is consensual; (c) the assets, business or Person being acquired is useful and engaged in the same business of Borrowers and their
respective Subsidiaries, is located or organized within the United States, and had positive EBITDA for the 12 month period most
recently ended; (d) except as permitted hereunder, no Borrowed Money or Liens are incurred, assumed or result from the Acquisition;
(e) Borrower Agent delivers to Lender, at least 10 Business Days prior to the Acquisition, copies of all material agreements relating
thereto and a permitted acquisition certificate, in form and substance satisfactory to Lender, stating that the Acquisition is
a “Permitted Acquisition” and demonstrating compliance with the foregoing requirements;  (f) the total costs
and liabilities (including without limitation, all assumed liabilities, all earn-out payments, deferred payments and the value
of any other stock or assets transferred, assigned or encumbered with respect to such acquisitions) of any individual acquisition
does not exceed $1,000,000 and of all such acquisitions do not exceed $3,000,000 in the aggregate throughout the term of this
Agreement; and (g) concurrently with the consummation of such Acquisition, Borrower complies, or causes any Subsidiary formed
or acquired in such Acquisition to comply, with Section 10.1.10.





 


Permitted Discretion:
a determination made in good faith and in the exercise (from the perspective of a secured asset-based lender) of commercially
reasonable business judgment.


 


Permitted Lien:
as defined in Section 10.2.2.


 


Permitted Purchase
Money Debt: Purchase Money Debt of Borrowers and their Domestic 



    	-9-



    	



    

Subsidiaries that is unsecured or secured only by a Purchase
Money Lien, as long as the aggregate amount does not exceed $500,000 at any time and its incurrence does not violate Section
10.2.3.


 


Person: any
individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization,
governmental authority or other entity.


 


Properly Contested:
in the case of any Borrowed Money, Lien or Taxes, as applicable, of any Person that are not paid as and when due or payable by
reason of such Person’s bona fide dispute concerning its liability to pay the same or concerning the amount thereof: (a)
such Borrowed Money, Lien or Taxes, as applicable, are being properly contested in good faith by appropriate proceedings promptly
instituted and diligently conducted; (b) such Person has established appropriate reserves as shall be required in conformity with
GAAP; (c) the non-payment of such Borrowed Money or Taxes will not have a Material Adverse Effect or will not result in the forfeiture
of any assets of such Person; (d) no Lien is imposed upon any of such Person’s assets with respect to such Borrowed Money
or Taxes unless such Lien (x) does not attach to any Accounts or Inventory, (y) is at all times junior and subordinate in priority
to the Liens in favor of the Lender (except only with respect to property Taxes that have priority as a matter of applicable state
law) and, (z) enforcement of such Lien is stayed during the period prior to the final resolution or disposition of such dispute;
and (e) if such Lien, as applicable, results from, or is determined by the entry, rendition or issuance against a Person or any
of its assets of a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed pending a timely
appeal or other judicial review.


 


Property: any
interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.


 


Purchase Money Debt:
(a) debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) debt (other than the Obligations)
incurred within 10 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price
thereof; and (c) any renewals, extensions or refinancings (but not increases) thereof.


 


Purchase Money Lien:
a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such debt and constituting a capital
lease or a purchase money security interest under the UCC.


 


Real Estate:
all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking
areas or other improvements thereon.


 


Rent and Charges
Reserve: the aggregate of (a) all past due rent and other amounts owing by an Obligor to any landlord, warehouseman, processor,
repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Collateral or could assert a Lien on
any Collateral; (b) a reserve at least equal to three months rent and other charges that could be payable to any such Person,
unless it has executed a Lien Waiver; and (c) such other reserves with respect to rent and other amounts or the Borrowing Base
as Lender may establish in its Permitted Discretion owing by an Obligor to any landlord, warehouseman, processor, repairman, mechanic,
shipper, freight forwarder, broker or other Person who possesses any Collateral or could assert a Lien on any Collateral.


 


Reserves: collectively,
(a) the Bank Product Reserve and (b) the Dilution Reserve, (c) Rent and Charges Reserve; and (d) such other reserves against the
Collateral or the Borrowing Base as Lender may establish in its Permitted Discretion.


 


Restricted Equity
Payments: means distributions, dividends or stock buy-backs made in respect of the Equity Interest or other ownership interests
of Borrowers permitted under Section 10.2.4.



    	-10-



    	



    


Restricted Equity
Payment Conditions: to the extent this Agreement or a Loan Document requires that a Restricted Equity Payment comply with
the Restricted Equity Payment Conditions, such payment shall be subject to the following conditions: prior to and after giving
effect to such payment (a) no Default or Event of Default exists or is caused thereby; (b) upon giving pro forma effect to such
payment, (i) average Excess Availability for the 60 days prior to such Restricted Equity Payment and (ii) Excess Availability
immediately after giving effect to such Restricted Equity Payment, is not less than 50% of the Commitments, and (c) after giving
effect to such payment on a pro forma basis, the Fixed Charge Coverage Ratio is equal to or greater than 1.25 to 1.0.


 


Restricted Payment
Conditions: Prior to and after giving effect to such payment (a “Restricted Payment”) (a) no Default or
Event of Default exists or is caused thereby; (b) upon giving pro forma effect to such payment, (i) average Excess Availability
for the 60 days prior to such Restricted Payment, and (ii) Excess Availability immediately after giving effect to such Restricted
Payment, is not less than 25% of the Commitments, and (c) after giving effect to such payment on a pro forma basis, the Fixed
Charge Coverage Ratio is equal to or greater than 1.0 to 1.0.


 


Revolver Commitment:
Lender’s obligation to make Revolver Loans and to issue Letters of Credit in an aggregate amount up to the Revolver Commitment
Amount.


 


Revolver Commitment
Amount: means $9,000,000.


 


Revolver Loan:
a loan made pursuant to Section 2.1.


 


Revolver Termination
Date: November 16, 2019.


 


Revolver Usage:
the aggregate amount of outstanding Revolver Loans, plus the aggregate Stated Amount of outstanding Letters of Credit and
other LC Obligations.


 


Royalties: all
royalties, fees, expense reimbursement and other amounts payable by Borrowers under a License.


 


Secured Party
or Secured Parties: Lender and any of Lender’s Affiliates that are providers of Bank Products.


 


Security Documents:
the Guaranties, Deposit Account Control Agreements, and all other documents, instruments and agreements now or hereafter
securing (or given with the intent to secure) any Obligations.


 


Sellers: collectively,
Edward De Salis Young, Simon Pack, Paul Moakes, and Martin Hollingshead.


 


Share Purchase Agreement:
that certain Share Purchase Agreement relating to the sale and purchase of shares in Target among Wireless Telecommunications
Group, LTD, WTG and the Sellers, dated on or about February 17, 2017.


 


Shares: the
Equity Interests acquired by Wireless Telecommunications Group, LTD in connection with the Target Acquisition.


 


Stated Amount:
the outstanding amount of a Letter of Credit, including any automatic increase or tolerance (whether or not then in effect) provided
by the Letter of Credit or related LC Documents.


 


Subordinated Debt:
debt incurred by Borrowers that is expressly subordinate and junior in right of payment to the indefeasible full payment of all
Obligations, and is on terms (including maturity, interest, fees, repayment, covenants and subordination) satisfactory to Lender.



    	-11-



    	



    


Subsidiary or
Subsidiaries: any entity at least 50% of whose voting securities or Equity Interests is owned by a Borrower (including
indirect ownership through other entities in which the Borrower directly or indirectly owns 50% of the voting securities or Equity
Interests).


 


Target: CommAgility
Limited, a private limited company incorporated in England and Wales with registration number 05914025 and whose registered office
is located at Charnwood Building, Holywell Park, Ashby Road, Loughborough, Leicestershire LE11 3AQ.


 


Target Acquisition:
The acquisition of Target by Wireless Telecommunications Group, LTD pursuant to the Share Purchase Agreement.


 


Term Loan: a
loan made pursuant to Section 2.2.


 


Term Loan Commitment:
Lender’s obligation to make a Term Loan in an amount up to $760,000.


 


Term Loan Maturity
Date: November 16, 2019.


 


UCC: the Uniform
Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement
of any Lien, the Uniform Commercial Code of such jurisdiction.


 


Unfinanced Capital
Expenditures: all Capital Expenditures other than Financed Capital Expenditures.


 


Unused Line Fee
Rate: a per annum rate equal to 0.50%.


 


Value: with
respect to Inventory, its value determined on the basis of the cost, calculated on a first-in, first-out basis, and excluding
any portion of cost attributable to intercompany profit among Borrowers and their Affiliates.


 


Willtek: WLI
Wireless Instruments GmbH.


 


1.2.        
Accounting Terms. Under the Loan Documents (except as otherwise specified therein), all accounting terms shall be
interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with generally
accepted accounting principles in the U.S. (“GAAP”) applied on a basis consistent with the most recent audited financial
statements of Borrowers delivered to Lender before the Closing Date and using the same inventory valuation method as used in such
financial statements, except for any change required or permitted by GAAP if Borrowers’ certified public accountants concur
in such change, the change is disclosed to Lender, and all relevant provisions of the Loan Documents are amended in a manner satisfactory
to Lender to take into account the effects of the change. Without limiting the foregoing, leases shall continue to be classified
and accounted for on a basis consistent with that reflected in the 2015 audited financial statements for all purposes of this
Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable
amendment addressing such changes, as provided for above.


 


1.3.         
Uniform Commercial Code. As used herein, the following terms are defined in accordance with the UCC in effect in
the State of New York from time to time: “Chattel Paper,” “Commercial Tort Claim,” “Deposit Account,”
“Document,” “Equipment,” “General Intangibles,” “Goods,” “Instrument,”
“Investment Property,” “Letter-of-Credit Right” and “Supporting Obligation.”


 


Section
2.          CREDIT FACILITIES


 


2.1.        
Revolver Commitment.



    	-12-



    	



    


2.1.1.     
Revolver Loans


 


(a)      Revolver Loans. Lender agrees, on the terms set forth herein, to make Revolver Loans to Borrowers in an aggregate amount
up to the Revolver Commitment Amount, from time to time through the Commitment Termination Date. Revolver Loans may be repaid
and reborrowed as provided herein. In no event shall Lender have any obligation to honor a request for a Revolver Loan if Revolver
Usage at such time plus the requested Loan would exceed the Borrowing Base.


 


(b)      Sublimits for Revolver Loans. (i) Eligible Accounts of a single Account Debtor shall not exceed, at any time, (A) for Verizon,
up to fifty percent (50%), (B) for all other investment grade Account Debtors, up to twenty five percent (25%) and (C) for all
other Account Debtors, fifteen percent (15%) of the Borrowing Base; (ii) the aggregate Revolver Usage against Eligible Inventory
shall not exceed, at any time, forty percent (40%) of the Borrowing Base; and (iii) the aggregate amount Revolver Usage against
Eligible Extended Term Receivables shall not exceed, at any time, $500,000.


 


2.1.2.     
Use of Proceeds. The proceeds of Revolver Loans shall be used by Borrowers solely (a) to satisfy existing debt or credit
facilities; (b) to pay fees and transaction expenses associated with the closing of this credit facility; (c) to pay Obligations
in accordance with this Agreement; (d) to partially finance the Acquisition Consideration; and (e) for other lawful corporate
purposes of Borrowers, including working capital.


 


2.1.3.     
Voluntary Reduction or Termination of Revolver Commitment.


 


The Revolver Commitment
shall terminate on the Revolver Termination Date, unless sooner terminated in accordance with this Agreement. Upon at least fifteen
(15) days prior written notice to Lender at any time, Borrowers may terminate the Revolver Commitment and this credit facility.
Any notice of termination given by Borrowers shall be irrevocable. On the Commitment Termination Date, Borrowers shall make full
payment of all Obligations.


 


2.1.4.     
Overadvances. If Revolver Usage exceeds the Borrowing Base (“Overadvance”) at any time, such excess
shall be payable by Borrowers on demand by Lender, but all Revolver Usage (including the excess amount) shall nevertheless
constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. No funding or sufferance
of an Overadvance by Lender shall constitute a waiver of the Event of Default (as defined in Section 11) caused thereby.


 


2.2.        
Term Loan Commitment. Lender agrees, on the terms set forth herein, to make a Term Loan to Borrowers in an amount up
to the Term Loan Commitment. The Term Loan shall be funded by Lender on the Closing Date and the Term Loan Commitment shall expire
upon funding.


 


2.3.        
Letter of Credit Facility.


 


2.3.1.     
Issuance of Letters of Credit. Lender agrees to issue Letters of Credit from time to time until 30 days prior to the
Revolver Termination Date (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the
following:


 


(a)     Borrowers acknowledges
that Lender’s willingness to issue any Letter of Credit is conditioned upon its receipt of a LC Application with respect to the
requested Letter of Credit, as well as such other instruments and agreements as Lender may customarily require for issuance of
a letter of credit of similar type and amount. Lender shall have no obligation to issue any Letter of Credit unless (i) it receives
a LC Request and LC Application at least three Business Days prior to the requested date of issuance; and (ii) each LC Condition
is satisfied.


 


(b)     Letters of Credit
may be requested by a Borrower to support obligations incurred 



    	-13-



    	



    

in the ordinary course of business, or as otherwise approved by
Lender. Increase, renewal or extension of a Letter of Credit shall be treated as issuance of a new Letter of Credit, except that
Lender may require a new LC Application in its discretion.


 


(c)     Borrowers assume
all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary. In connection with issuance of any Letter
of Credit, Lender shall not be responsible for the existence, character, quality, quantity, condition, packing, value or delivery
of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition,
packing, value or delivery of any goods from that expressed in any documents; the form, validity, sufficiency, accuracy, genuineness
or legal effect of any documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is
made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit or documents; any deviation
from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery;
any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in transmission
or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation
of technical terms; the misapplication by a beneficiary of any Letter of Credit or the proceeds thereof; or any consequences arising
from causes beyond the control of Lender. Lender shall not be liable to Borrowers or other Person for any action taken or omitted
to be taken in connection with any Letter of Credit or LC Documents except as a result of its gross negligence or willful misconduct.
Lender shall be fully subrogated to the rights and remedies of each beneficiary whose claims against a Borrower are discharged
with proceeds of any Letter of Credit.


 


(d)     In connection
with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, Lender shall be
entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form
believed by Lender, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person.


 


2.3.2.     
Reimbursement. If Lender honors any request for payment under a Letter of Credit, Borrowers shall pay to Lender, on
the same day (“Reimbursement Date”), the amount paid under such Letter of Credit, together with interest at
the interest rate for Revolver Loans from the Reimbursement Date until payment by Borrowers. The obligation of Borrowers to reimburse
Lender for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and shall be paid without
regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other
right that Borrower may have at any time against the beneficiary. Whether or not Borrowers submit a Notice of Borrowing, Borrowers
shall be deemed to have requested a Borrowing of Revolver Loans in an amount necessary to pay all amounts due on any Reimbursement
Date.


 


2.3.3.     
Cash Collateral. If at any time (a) an Event of Default exists, (b) the Commitment Termination Date has occurred, or
(c) the Revolver Termination Date is scheduled to occur within 20 Business Days, then Borrowers shall, at Lender’s request, Cash
Collateralize all outstanding Letters of Credit. If Borrowers fail to provide any Cash Collateral as required hereunder, Lender
may advance, as Revolver Loans, the amount of Cash Collateral required.


 


Section
3.         INTEREST, FEES AND CHARGES


 


3.1.        
Interest.


 


3.1.1.     
Rates and Payment of Interest.


 


(a)     The Obligations
shall bear interest  at LIBOR in effect from time to time, plus the Applicable Margin.



    	-14-



    	



    


(b)     During any Event
of Default, Obligations shall bear interest at the Default Rate (whether before or after any judgment). Borrowers acknowledge
that the cost and expense to Lender due to an Event of Default are difficult to ascertain and that the Default Rate is fair and
reasonable compensation for this.


 


(c)     Interest shall
accrue from the date a Loan is advanced or Obligation is incurred or payable, until paid in full. Interest accrued on the Loans
shall be due and payable in arrears, (i) on the first day of each month; (ii) on any date of prepayment, with respect to the principal
amount of Loans being prepaid; and (iii) on the Commitment Termination Date. Interest accrued on any other Obligations shall be
due and payable as provided in the Loan Documents and, if no payment date is specified, shall be due and payable on demand.
Notwithstanding the foregoing, interest accrued at the Default Rate shall be due and payable on demand.


 


3.1.2.     
Interest Rate Not Ascertainable. If, due to any circumstance affecting the London interbank market, Lender determines
that adequate and fair means do not exist for ascertaining LIBOR on any applicable date then Lender shall immediately notify Borrower
Agent of such determination. Until Lender notifies Borrower Agent that such circumstance no longer exists, the obligation of Lender
to make Loans based upon LIBOR shall be suspended and no further Loans may be requested, made or continued based upon LIBOR.


 


3.2.        
Fees.


 


3.2.1.     
Unused Line Fee. Borrowers shall pay to Lender a fee equal to the Unused Line Fee Rate times the amount by which the
Revolver Commitment Amount exceeds the average daily Revolver Usage during any month. Such fee shall be payable in arrears, on
the first day of each month and on the Commitment Termination Date.


 


3.2.2.     Early Termination Fee. Concurrently with
the termination of the Revolver Commitment prior to the Revolver Termination Date, for whatever reason (including termination
by Lender after the occurrence of an Event of Default), Borrowers shall pay to Lender as liquidated damages for loss of bargain
(and not as a penalty), an amount equal to (i) 2.0% of the Commitments if the termination occurs after the date of this Agreement
but before the first anniversary of this Agreement; (ii) 1.0% of the Commitments if the termination occurs on or after the first
anniversary of this Agreement but before the second anniversary of this Agreement; and (iii) 0% of the Commitments if the termination
occurs on or at any time after the second anniversary of this Agreement. 


 


3.2.3.     
Closing Fee. On the Closing Date, Borrowers shall pay to Lender a closing fee of $97,600.


 


3.2.4.     
Administrative Fee. On the Closing Date and on each anniversary thereof, Borrowers shall pay to Lender an administrative
fee of $10,000.


 


3.2.5.     
LC Facility Fees. Borrowers shall pay to Lender (a) a fee equal to the Applicable Margin in effect for Revolver Loans
times the average daily Stated Amount of Letters of Credit, which fee shall be payable monthly in arrears, on the first day of
each month; (b) a fronting fee equal to 0.125% per annum on the Stated Amount of each Letter of Credit, which fee shall be payable
monthly in arrears, on the first day of each month; and (c) all customary charges associated with the issuance, amending, negotiating,
payment, processing, transfer and administration of Letters of Credit, which charges shall be paid as and when incurred. During
an Event of Default, the fee payable under clause (a) shall be increased by 2% per annum.


 


3.3.        
Computation of Interest, Fees, Yield Protection. All interest, as well as fees and other charges calculated on a per
annum basis, shall be computed for the actual days elapsed, based on a year of 360 days. All fees payable under Section 3.2
are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance
or detention of money. A certificate as 



    	-15-



    	



    

to amounts payable by Borrowers under Section 3.4, or 3.7 submitted to Borrower
Agent shall be final, conclusive and binding for all purposes, absent manifest error, and Borrowers shall pay such amounts to
Lender within 10 days following receipt of the certificate.


 


3.4.        
Reimbursement Obligations. Borrowers shall pay all fees, costs, expenses or advances Lender may incur during an Event
of Default promptly upon request. Borrowers shall also reimburse Lender for all legal, accounting, appraisal, consulting, and
other fees and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any
modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated
thereby, including any actions taken to perfect or maintain priority of Lender’s Liens on any Collateral, to maintain any insurance
required hereunder or to verify Collateral; and (c) each examination or appraisal with respect to Borrowers or any Collateral,
whether by Lender’s personnel or a third party. All amounts payable by Borrowers under this Section shall be due on demand.


 


3.5.        
Illegality. If Lender determines that any applicable law has made it unlawful, or that any governmental authority has
asserted that it is unlawful, for Lender to make, maintain or fund Loans, or to determine or charge interest rates based upon
LIBOR, or any governmental authority has imposed material restrictions on the authority of Lender to purchase or sell, or to take
deposits of, dollars in the London interbank market, then, on notice thereof by Lender to Borrower Agent, any obligation of Lender
to make or continue Loans based upon LIBOR shall be suspended until Lender notifies Borrower Agent that the circumstances giving
rise to such determination no longer exist.


 


3.6.        
Inability to Determine Rates. Lender will promptly notify Borrower Agent if, in connection with any Loan or request
for a Loan, Lender determines for any reason that (a) dollar deposits are not being offered to banks in the London interbank Eurodollar
market for the applicable Loan; (b) adequate and reasonable means do not exist for determining LIBOR; or (c) LIBOR does not adequately
and fairly reflect the cost to Lender of funding the Loan based upon LIBOR. Thereafter, Lender’s obligation to make or maintain
affected Loans based upon LIBOR shall be suspended until Lender withdraws the notice.


 


3.7.        
Increased Costs; Capital Adequacy.


 


3.7.1.     
Increased Costs Generally. If any Change in Law shall:


 


(a)     impose modify
or deem applicable any reserve, liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, Lender (except any reserve requirement reflected
in calculating LIBOR);


 


(b)     subject Lender
to any taxes with respect to any Loan, Letter of Credit, Commitment or other obligations, or its deposits, reserves, other liabilities
or capital attributable thereto; or


 


(c)     impose on Lender
or any interbank market any other condition, cost or expense affecting any Loan, Letter of Credit, Commitment or Loan Document;


 


and the result thereof
shall be to increase the cost to Lender of making or maintaining any Loan or Commitment, or converting to or continuing any interest
option for a Loan, or to increase the cost to Lender of issuing or maintaining any Letter of Credit (or of maintaining its obligation
to issue a Letter of Credit), or to reduce the amount of any sum received or receivable by Lender hereunder (whether of principal,
interest or any other amount) then, upon request by Lender, Borrowers will pay to Lender such additional amount(s) as will compensate
it for the additional costs incurred or reduction suffered. Failure or delay on the part of Lender to demand compensation pursuant
to this Section shall not constitute a 



    	-16-



    	



    

waiver of its right to demand such compensation, but Borrowers shall not be required to
compensate Lender for any increased costs suffered more than six (6) months (plus any period of retroactivity of the Change in
Law giving rise to the demand) prior to the date that the Lender notifies the Borrowers of the applicable Change in Law and of
Lender’s intention to claim compensation therefor.


 


3.7.2.     
Capital Requirements. If Lender determines that a Change in Law affecting Lender or its holding company regarding capital
or liquidity requirements has or would have the effect of reducing the rate of return on Lender’s or such holding company’s capital
as a consequence of this Agreement, Commitments, Loans or Letters of Credit to a level below that which Lender or such holding
company could have achieved but for such Change in Law (taking into consideration its policies with respect to capital adequacy),
then from time to time Borrowers will pay to Lender such additional amounts as will compensate it or its holding company for the
reduction suffered.


 


“Change in Law”
means the occurrence, after the date of this Agreement, of (a) the adoption or taking effect of, or any change in, any law, rule,
regulation or treaty, or (b) the making, issuance or application of any request, guideline, requirement or directive (whether
or not having the force of law) by any governmental authority, provided that “Change in Law” shall include all requests,
rules, guidelines, requirements or directives (i) under or relating to the Dodd-Frank Wall Street Reform and Consumer Protection
Act, or (ii) promulgated pursuant to Basel III by the Bank for International Settlements, the Basel Committee on Banking Supervision
(or any similar authority) and shall in each case be deemed to be a “Change in Law” regardless of the date enacted,
adopted or issued.


 


3.8.        
Maximum Interest. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed
to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (“maximum
rate”). If Lender shall receive interest in an amount that exceeds the maximum rate, the excess interest shall be applied
to the principal of the Obligations or, if it exceeds such unpaid principal, refunded to Borrowers. In determining whether the
interest contracted for, charged or received by Lender exceeds the maximum rate, Lender may (a) characterize any payment that
is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof;
and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated
term of the Obligations hereunder.


 


Section
4.      LOAN ADMINISTRATION


 


4.1.        
Manner of Borrowing and Funding Revolver Loans.


 


4.1.1.     
Notice of Borrowing.


 


(a)     Whenever Borrowers
desire funding of a Revolver Loan, Borrower Agent shall give Lender a Notice of Borrowing. Such notice must be received by Lender
by 11:00 a.m. on the requested funding date for the Loan. Notices received after such time shall be deemed received on the next
Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, and (B) the requested
funding date (which must be a Business Day).


 


(b)     Unless payment
is otherwise made by Borrowers, the becoming due of any Obligation (whether principal, interest, fees, costs, expenses or other
charges, including LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for a Revolver Loan
on the due date in the amount due and the Loan proceeds shall be disbursed as direct payment of such Obligation. In addition,
Lender may, at its option, charge such amount against any operating, investment or other account of Borrowers maintained with
Lender or any of its Affiliates.


 


(c)     Presentation
for payment of any Payment Item in any disbursement account of 



    	-17-



    	



    

Borrowers maintained with Lender when there are insufficient funds
to cover it shall be deemed to be a request for a Revolver Loan on the presentation date, in the amount of the Payment Item. Proceeds
of the Loan may be disbursed directly to the account.


 


4.1.2.      Notices.
Borrowers, through the Borrower Agent, may request and transfer funds based on telephonic or e-mailed instructions to Lender.
Borrower Agent shall confirm each such request by prompt delivery to Lender of a Notice of Borrowing but if it
differs materially from the action taken by Lender, the records of Lender shall govern. Lender shall not have any liability
for any loss suffered by Borrowers as a result of Lender acting upon its understanding of telephonic or e-mailed instructions
from a person believed in good faith to be a person authorized to give such instructions on a Borrower’s or Borrower
Agent’s behalf, as applicable. 


 


4.2.          Effect
of Termination. On the Commitment Termination Date, the Obligations shall be immediately due and payable, and each
Secured Party may terminate its Bank Products. Until full payment of the Obligations, all undertakings of Borrowers contained
in the Loan Documents shall continue, and Lender shall retain its Liens in the Collateral and all of its rights and remedies
under the Loan Documents. Lender shall not be required to terminate its Liens unless it receives Cash Collateral or a written
agreement, in each case satisfactory to it, protecting it from dishonor or return of any Payment Item previously applied to
the Obligations. Sections 3.4, 3.7, 5.5, 12.2, this Section, and each indemnity or waiver given by an Obligor
in any Loan Document, shall survive full payment of the Obligations.


 


4.3.        
Borrower Agent. Each Borrower hereby designates WTG (“Borrower Agent”)
as its representative and agent for all purposes under the Loan Documents, including requests for and receipt of Loans, delivery
or receipt of communications, delivery of Borrowing Base Reports and other information at any time delivered by the Borrowers
to Lender, payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents
(including in respect of compliance with covenants), and all other dealings with Lender. Borrower Agent hereby accepts such appointment.
Lender shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any
Notice of Borrowing) delivered by Borrower Agent on behalf of any Borrower. Lender may give any notice or communication with a
Borrower hereunder to Borrower Agent on behalf of such Borrower. Lender shall have the right, in its Permitted Discretion, to
deal exclusively with Borrower Agent for all purposes under the Loan Documents. Each Borrower agrees that any notice, election,
communication, delivery, representation, agreement, action, omission or undertaking by Borrower Agent shall be binding upon and
enforceable against such Borrower.


 


4.4.        
One Obligation. The Loans and other Obligations constitute one general obligation of
Borrowers and are secured by Lender’s Lien on all Collateral; provided, however, that Lender shall be deemed to be a creditor
of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such
Borrower.


 


Section
5.        PAYMENTS


 


5.1.        
General Payment Provisions. All payments of Obligations shall be made without offset, counterclaim or defense of any
kind, free and clear of (and without deduction for) any taxes or other amounts, and in immediately available funds, not later
than 2:00 p.m. on the due date. Any payment after such time shall be deemed made on the next Business Day. Each Borrower agrees
that Lender shall have the continuing, exclusive right to apply and reapply payments and proceeds of Collateral against Obligations,
in such manner as Lender deems advisable.


 


5.2.        
Repayment of Revolver Loans. Revolver Loans shall be due and payable in full on the Revolver Termination Date, unless
payment is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium. If an Overadvance
exists at any time, Borrowers shall, on the sooner of Lender’s demand or the first Business Day after any Borrower has knowledge
thereof, repay Revolver Loans in an amount sufficient to reduce Revolver Usage to the Borrowing Base.



    	-18-



    	



    


5.3.        
Repayment of Term Loan.


 


5.3.1.     
Payment of Principal. The Term Loan shall be repaid on the first day of each Fiscal Quarter in consecutive quarterly
installments of $38,000 each, commencing on April 1, 2017 and continuing until the Term Loan Maturity Date, on which date all
principal, interest and other amounts owing with respect to the Term Loan shall be due and payable in full. Once repaid, whether
such repayment is voluntary or required, no portion of the Term Loan may be reborrowed.


 


5.3.2.     
Mandatory Prepayments.


 


(a)     Concurrently
with any sale or other disposition of any Equipment, Borrowers shall prepay the Term Loan in an amount equal to the net proceeds
of such sale or other disposition; provided, however, no repayment shall be required with respect to the net proceeds of the sale
or disposition of (i) any Borrower’s company vehicles or office furniture or (ii) obsolete or surplus Equipment for which
the most recent appraisal conducted at Lender’s request reflected no value;


 


(b)     Concurrently
with the receipt of any proceeds of insurance or condemnation awards paid in respect of any Equipment, Borrowers shall
prepay the Term Loan in an amount equal to such proceeds, subject to Section 8.6.2;and


 


(d)     On the Commitment
Termination Date, Borrowers shall prepay the entire Term Loan (unless sooner repaid hereunder).All prepayments hereunder shall
be applied in inverse order of maturity of the Term Loan and, upon payment in full of the Term Loan, to the outstanding Obligations
as determined by Lender in its Permitted Discretion.


 


5.4.        
Payment of Other Obligations. Obligations other than Loans, including LC Obligations and fess, cost and expenses, shall
be paid by Borrowers as provided in the Loan Documents or, if no payment date is specified, on demand.


 


5.5.        
Marshaling; Payments Set Aside. Lender shall have no obligation to marshal any assets in favor of Borrowers or against
any Obligations. If any payment by or on behalf of Borrowers is made to Lender or if Lender exercises a right of setoff, and any
of such payment or setoff is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by Lender in its Permitted Discretion) to be repaid to a trustee, receiver or any other
Person, then the Obligation originally intended to be satisfied, and all Liens, rights and remedies relating thereto, shall be
revived and continued in full force and effect as if such payment or setoff had not occurred.


 


5.6.        
Application of Payments; Dominion Account. The ledger balance in the main Dominion Account as of the end of a Business
Day shall be applied to the Obligations at the beginning of the next Business Day. If a credit balance results from such application,
it shall not accrue interest in favor of Borrowers and shall be made available to Borrowers as long as no Event of Default exists.
For the purposes of calculating interest, Lender will be deemed to have applied funds deposited to the Dominion Account or otherwise
received by Lender one Business Day following the Business Day of deposit to the Dominion Account or receipt by Lender.


 


5.7.        Account Stated. Lender shall maintain, in accordance with its customary practices, loan account(s) evidencing the debt
of Borrowers hereunder. Any failure of Lender to record anything in a loan account, or any error in doing so, shall not limit
or otherwise affect the obligation of Borrowers to pay any amount owing hereunder. Entries made in a loan account shall constitute
presumptive evidence of the information contained therein and shall be conclusive and binding on Borrowers absent manifest error.



    	-19-



    	



    


5.8.         
Nature and Extent of Each Borrowers’ Liability.


 


5.8.1.     
Joint and Several Liability. Each Borrower agrees that it is jointly and severally liable for, and absolutely and unconditionally
guarantees to Lender the prompt payment and performance of, all Obligations. Each Borrower agrees that its guaranty obligations
hereunder constitute a continuing guaranty of payment and not of collection, that such obligations shall not be discharged until
full payment of the Obligations, and that such obligations are absolute and unconditional, irrespective of (a) the genuineness,
validity, regularity, enforceability, subordination or any future modification of, or change in, any Obligations or Loan Document,
or any other document, instrument or agreement to which any Obligor is or may become a party or be bound; (b) the absence of any
action to enforce this Agreement (including this Section) or any other Loan Document, or any waiver, consent or indulgence of
any kind by Lender with respect thereto; (c) the existence, value or condition of, or failure to perfect a Lien or to preserve
rights against, any security or guaranty for any Obligations or any action, or the absence of any action, by Lender in respect
thereof (including the release of any security or guaranty); (d) the insolvency of any Obligor; (e) any election by Lender in
an Insolvency Proceeding for the application of Section 1111(b)(2) of the Bankruptcy Code; (f) any borrowing or grant of a Lien
by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code or otherwise; (g) the disallowance of
any claims of Lender against any Obligor for the repayment of any Obligations under Section 502 of the Bankruptcy Code or otherwise;
or (h) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety
or guarantor, except full payment of the Obligations.


 


5.8.2.     
Waivers.


 


(a)     Each Borrower
expressly waives all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to
compel Lender to marshal assets or to proceed against any Obligor, other Person or security for the payment or performance of
any Obligations before, or as a condition to, proceeding against such Borrower. Each Borrower waives all defenses available to
a surety, guarantor or accommodation co-obligor other than full payment of Obligations and waives, to the maximum extent permitted
by law, any right to revoke any guaranty of Obligations as long as it is a Borrower. It is agreed among each Borrower and Lender
that the provisions of this Section 5.8 are of the essence of the transaction contemplated by the Loan Documents and that,
but for such provisions, Lender would decline to make Loans. Each Borrower acknowledges that its guaranty pursuant to this Section
is necessary to the conduct and promotion of its business, and can be expected to benefit such business.


 


(b)     Lender may,
in its Permitted Discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral by
judicial foreclosure or nonjudicial sale or enforcement, without affecting any rights and remedies under this Section 5.11.
If, in taking any action in connection with the exercise of any rights or remedies, Lender shall forfeit any other rights or remedies,
including the right to enter a deficiency judgment against any Borrower or other Person, whether because of any applicable laws
pertaining to “election of remedies” or otherwise, each Borrower consents to such action and waives any claim based
upon it, even if the action may result in loss of any rights of subrogation that any Borrower might otherwise have had. Any election
of remedies that results in denial or impairment of the right of Lender to seek a deficiency judgment against any Borrower shall
not impair any other Borrower’s obligation to pay the full amount of the Obligations. Each Borrower waives all rights and
defenses arising out of an election of remedies, such as nonjudicial foreclosure with respect to any security for Obligations,
even though that election of remedies destroys such Borrower’s rights of subrogation against any other Person. Lender may bid
Obligations, in whole or part, at any foreclosure, trustee or other sale, including any private sale, and the amount of such bid
need not be paid by Lender but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether
Lender or any other Person is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral,
and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the
amount of the Obligations guaranteed under this



    	-20-



    	



    

 Section 5.8, notwithstanding that any present or future law or court decision
may have the effect of reducing the amount of any deficiency claim to which Lender might otherwise be entitled but for such bidding
at any such sale.


 


5.8.3.     
Extent of Liability; Contribution.


 


(a)     Notwithstanding
anything herein to the contrary, each Borrower’s liability under this Section 5.8
shall not exceed the greater of (i) all amounts for which such Borrower is primarily liable, as described in clause (c) below,
and (ii) such Borrower’s Allocable Amount (as defined in Section 5.8.3(b) below).


 


(b)     If
any Borrower makes a payment under this Section 5.11 of any Obligations (other than amounts
for which such Borrower is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor
Payments previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid
if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payments in the same proportion that such Borrower’s
Allocable Amount bore to the total Allocable Amounts of all Borrowers, then such Borrower shall be entitled to receive contribution
and indemnification payments from, and to be reimbursed by, each other Borrower for the amount of such excess, ratably based on
their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. The “Allocable Amount” for
any Borrower shall be the maximum amount that could then be recovered from such Borrower under this Section 5.11
without rendering such payment voidable under Section 548 of the Bankruptcy Code or under any applicable state fraudulent transfer
or conveyance act, or similar statute or common law.


 


(c)     Section
5.8.3(a) shall not limit the liability of any Borrower to pay or guarantee Loans made directly
or indirectly to it (including Loans advanced hereunder to any other Person and then re-loaned or otherwise transferred to, or
for the benefit of, such Borrower), Obligations in respect of Bank Products incurred to support its business, and all accrued
interest, fees, expenses and other related Obligations with respect thereto, for which such Borrower shall be primarily liable
for all purposes hereunder. Lender shall have the right, at any time in its Permitted Discretion, to condition Loans upon a separate
calculation of borrowing availability for each Borrower and to restrict the disbursement and use of Loans based on that calculation.


 


5.8.4.     
Joint Enterprise. Each Borrower has requested that Lender make this credit facility available to Borrowers on a combined
basis, in order to finance Borrowers’ business most efficiently and economically. Borrowers’ business is a mutual
and collective enterprise, and the successful operation of each Borrower is dependent upon the successful performance of the integrated
group. Borrowers believe that consolidation of their credit facility will enhance the borrowing power of each Borrower and ease
administration of the facility, all to their mutual advantage. Borrowers acknowledge that Lender’s willingness to extend
credit and to administer the Collateral on a combined basis hereunder is done solely as an accommodation to Borrowers and at Borrowers’
request.


 


5.8.5.     
Subordination. Each Borrower hereby subordinates any claims, including any rights at law or in equity to payment, subrogation,
reimbursement, exoneration, contribution, indemnification or set off, that it may have at any time against any other Obligor,
howsoever arising, to the indefeasible full payment of its Obligations.


 


Section
6.         CONDITIONS PRECEDENT


 


6.1.        
Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, Lender shall
not be required to fund any requested Loan, issue any Letter of Credit or otherwise extend credit to Borrowers hereunder, until
the date (“Closing Date”) that each of the following conditions has been satisfied:



    	-21-



    	



    


(a)     Each Loan Document
shall have been duly executed and delivered to Lender by each of the signatories thereto, and Borrowers shall be in compliance
with all terms thereof.


 


(b)     Lender shall
have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC
and Lien searches and other evidence satisfactory to Lender that such Liens are the only Liens upon the Collateral, except Permitted
Liens.


 


(c)     (i) Lender shall
have received the definitive Share Purchase Agreement relative to the Target Acquisition (including all schedules thereto) and
all other documentation associated therewith will be in form and substance reasonably satisfactory to Lender, and (ii) the Target
Acquisition shall have been consummated in accordance with the terms and conditions of the definitive Share Purchase Agreement
and other agreements relating thereto and no material terms or conditions of which shall have been waived without the prior consent
of Lender.


 


(d)     Lender shall
have received duly executed agreements establishing the Dominion Account and related lockbox in form and substance satisfactory
to Lender.


 


(e)     Lender shall
have received certificates, in form and substance satisfactory to it, from a knowledgeable senior officer of each Borrower certifying
that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is solvent; (ii) no Event of Default
exists; (iii) the representations and warranties set forth in Section 9 are true and correct in all material respects (except
to the extent the representations and warranties relate to an earlier date, in which case such representation or warranty shall
be true and correct on and as of such earlier date); and (iv) such Borrower has complied with all agreements and conditions to
be satisfied by it under the Loan Documents.


 


(f)     Lender shall
have received copies of Borrowers’ organizational documents and all resolutions authorizing the execution and delivery of
the Loan Documents and any other resolutions adopted with respect to this credit facility.


 


(g)     Lender shall
have received copies of the charter documents of Borrowers, certified by the Secretary of State or other appropriate official
of Borrowers’ jurisdiction of organization. Lender shall have received good standing certificates for Borrowers, issued
by the Secretary of State or other appropriate official of Borrowers’ jurisdiction of organization and each jurisdiction
where Borrowers’ conduct of business or ownership of Property necessitates qualification, as well as any necessary third
party or governmental consents and/or Lien Waivers (or with respect to Inventory, Agent shall have established a reserve at least
equal to three (3) months’ rent and other charges that could be payable to any Person).


 


(h)     Lender shall
have received copies of policies or certificates of insurance and insurance endorsements for the insurance policies carried by
Borrowers, all in compliance with the Loan Documents.


 


(i)     Lender shall
have completed its business, financial and legal due diligence of Borrowers, including a roll-forward of its previous field examination,
with results satisfactory to Lender. No material adverse change in the financial condition of Borrowers or in the quality, quantity
or value of any Collateral shall have occurred since December 31, 2016.


 


(j)     Borrowers shall
have paid all fees and expenses to be paid to Lender on the Closing Date.


 


(k)     Lender shall
have received a Borrowing Base Report prepared as of February 16, 2017.


 


(l)     Upon giving
effect to the initial funding of Loans and issuance of Letters of 



    	-22-



    	



    

Credit, and the payment by Borrowers of all fees and expenses
incurred in connection herewith, and taking into account all fees and expenses incurred by Borrowers in connection with the Target
Acquisition as well as any payables stretched beyond their customary payment practices, Availability shall be at least $2,000,000.


 


(m)     Lender
shall have received the certificates representing the Equity Interests Pledged pursuant to Section 7.1 hereof, together
with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledger thereof.


 


6.2.        
Conditions Precedent to All Credit Extensions. Lender shall not be required to fund any Loans, issue any Letters of
Creidt, or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:


 


(a)     No Event of
Default shall exist at the time of, or result from, such funding, issuance or grant;


 


(b)     The representations
and warranties of Borrowers in the Loan Documents shall be true and correct in all material respects (except to the extent already
qualified by materiality, in which case such representation or warranty is true and correct in all respects) on the date of, and
upon giving effect to, such funding, issuance or grant (except for representations and warranties that expressly relate to an
earlier date);


 


(c)     All conditions
precedent in any other Loan Document shall be satisfied; and


 


(d)     No event shall
have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect.


 


(e)     With
respect to a Letter of Credit issuance, all LC Conditions shall be satisfied.


 


Each request (or deemed
request) by Borrower Agent for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute
a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such
funding, issuance or grant. As an additional condition to any funding, issuance or grant, Lender shall have received such other
information, documents, instruments and agreements as it deems appropriate.


 


Section
7.         COLLATERAL


 


7.1.        
Grant of Security Interest. To secure the prompt payment and performance of its Obligations, each Borrower hereby grants
to Lender, for the benefit of the Secured Parties, a continuing security interest in and Lien upon all Property of Borrowers,
including all of the following Property, whether now owned or hereafter acquired, and wherever located:


 


(a)     all Accounts;


 


(b)     all Chattel
Paper, including electronic chattel paper;


 


(c)     all Commercial
Tort Claims;


 


(d)     all Deposit
Accounts;


 


(e)     all Documents;


 


(f)     all General
Intangibles, including intellectual property;



    	-23-



    	



    


(g)     all Goods, including
Inventory, Equipment and fixtures;


 


(h)     all Instruments;


 


(i)     all Investment
Property, except, that, Lender’s Lien upon any Borrowers’ Equity Interests in a Foreign Subsidiary shall
be limited to 66 2/3% of such Equity Interests in such Foreign Subsidiary;


 


(j)     all Letter-of-Credit
Rights;


 


(k)     all Supporting
Obligations;


 


(l)     all monies,
whether or not in the possession or under the control of Lender, or a bailee or Affiliate of Lender, including any Cash Collateral;


 


(m)     all accessions
to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of
and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any
Collateral; and


 


(n)     all books and
records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining
to the foregoing.


 


Notwithstanding the foregoing, Collateral
shall not include any Excluded Property.


 


7.2.        
Lien on Deposit Accounts; Cash Collateral.


 


7.2.1.     
Deposit Accounts. To further secure the prompt payment and performance of its Obligations, each Borrower hereby grants
to Lender a continuing security interest in and Lien upon all amounts credited to any Deposit Account of such Borrower, including
sums in any blocked, lockbox, sweep or collection account.


 


7.2.2.     
Cash Collateral. Cash Collateral may be invested, at Lender’s Permitted Discretion (and with the consent of Borrowers,
as long as no Event of Default exists), but Lender shall have no duty to do so, regardless of any agreement or course of dealing
with Borrowers, and Lender shall have no responsibility for any investment or loss. As security for its Obligations, each Borrower
hereby grants to Lender a security interest in and Lien upon all Cash Collateral held from time to time and all proceeds thereof,
whether held in a Cash Collateral Account or otherwise. Lender may apply Cash Collateral to the payment of Obligations as they
become due, in such order as Lender may elect. Each Cash Collateral Account and all Cash Collateral shall be under the sole dominion
and control of Lender, and no Borrower or other Person shall have no right to any Cash Collateral, until full payment of the Obligations.


 


7.3.        
Reserved.


 


7.4.        
Other Collateral.


 


7.4.1.     
Commercial Tort Claims. Borrowers shall promptly notify Lender in writing if any Borrower has a Commercial Tort Claim,
and shall take such actions as Lender deems appropriate to subject such claim to a duly perfected, first priority Lien in favor
of Lender.


 


7.4.2.     
Certain After-Acquired Collateral. Borrowers shall promptly notify Lender in writing if, after the Closing Date, any
Borrower obtains any interest in any Collateral and shall promptly take such actions as Lender deems appropriate to effect Lender’s
duly perfected, first priority Lien upon such Collateral, including obtaining any appropriate possession, control agreement or
Lien Waiver. If 



    	-24-



    	



    

any Collateral is in the possession of a third party, at Lender’s request, Borrowers shall obtain an acknowledgment
that such third party holds the Collateral for the benefit of Lender.


 


7.5.        
Limitations. The Lien on Collateral granted hereunder is given as security only and shall not subject Lender to, or
in any way modify, any obligation or liability of Borrowers relating to any Collateral.


 


7.6.        
Further Assurances; Extent of Liens. All Liens granted to Lender under the Loan Documents are for the benefit of Secured
Parties. Promptly upon request, Borrowers shall deliver such instruments and agreements, and shall take such actions, as Lender
deems appropriate under applicable law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent
of this Agreement. Each Borrower authorizes Lender to file any financing statement that describes the Collateral as “all
assets” or “all personal property” of such Borrower, or words to similar effect, and ratifies any action taken
by Lender before the Closing Date to effect or perfect its Lien on any Collateral.


 


Section
8.      COLLATERAL ADMINISTRATION


 


8.1.        
Borrowing Base Reports. By the 20th day of each month, Borrower Agent shall deliver to Lender
a consolidated Borrowing Base Report as of the close of business of the previous month, and at such other times as Lender may
request; provided, that, Borrower Agent shall deliver to Lender a consolidated weekly gross Accounts report on or
before the Tuesday of each week, reflecting all outstanding Accounts of Borrowers as of the end of the preceding week. All information
(including calculation of Availability or Average Daily Availability) in a Borrowing Base Report shall be certified by Borrower
Agent. Lender may from time to time adjust such report (a) to reflect Lender’s reasonable estimate of declines in value of Collateral,
due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution,
quality, mix and other factors affecting Collateral; and (c) to the extent any information or calculation does not comply with
this Agreement.


 


8.2.        
Accounts.


 


8.2.1.     
Records and Schedules of Accounts. Borrower Agent shall provide to Lender, on or before the 20th day of
each month, (a) a consolidated detailed aged trial balance of all Accounts as of the end of the preceding month, specifying each
Account’s Account Debtor name and address, amount, invoice date and due date, showing any discount, allowance, credit, authorized
return or dispute, and including such proof of delivery, copies of invoices and invoice registers, copies of related documents,
repayment histories, status reports and other information as Lender may reasonably request; provided, that, with
respect to Eligible Accounts, the foregoing information shall be delivered on a weekly basis by the Tuesday of each week for the
immediately preceding week; and (b) a monthly roll forward report of all Accounts from the previous month. If Accounts in an aggregate
face amount of $50,000 or more cease to be Eligible Accounts, Borrowers shall notify Lender of such occurrence promptly (and in
any event within one (1) Business Day) after Borrowers have knowledge thereof.  


 


8.2.2.     
Account Verification. Lender shall have the right at any time, in the name of Lender, any designee of Lender or Borrowers,
to verify the validity, amount or any other matter relating to any Accounts of Borrowers by mail, telephone or otherwise, provided,
that prior to the occurrence of an Event of Default, Lender shall provide notice to Borrowers prior to commencement of Account
verifications.


 


8.2.3.     
Maintenance of Dominion Account. Borrower shall maintain the Dominion Account pursuant to lockbox or other arrangements
acceptable to Lender establishing Lender’s control over and Lien in the lockbox and the Dominion Account, and requiring immediate
deposit of all remittances received in the lockbox to the Dominion Account.



    	-25-



    	



    


8.2.4.     
Proceeds of Collateral. Borrowers shall request in writing and otherwise take all necessary steps to ensure that all
payments on Accounts or otherwise relating to Collateral are made directly to the Dominion Account (or a lockbox relating to the
Dominion Account). If Borrowers or any Subsidiary receives cash or Payment Items with respect to any Collateral, it shall hold
same in trust for Lender and promptly (not later than the next Business Day) deposit same into the Dominion Account.


 


8.3.        
Inventory.


 


8.3.1.     
Records and Reports of Inventory. Each Borrower shall keep accurate and complete records of its Inventory, including
costs and daily withdrawals and additions, and shall submit to Lender inventory and reconciliation reports, in form and substance
satisfactory to Lender, on or before the 20th day of each month, and such inventory and reconciliation reports shall
be prepared as of the preceding month. Each Borrower shall conduct a physical inventory at least once per calendar year (and on
a more frequent basis if requested by Lender when an Event of Default exists) and periodic cycle counts consistent with historical
practices, and shall provide to Lender a report based on each such inventory and count promptly upon completion thereof, together
with such supporting information as Lender may request. Lender may participate in and observe each physical count.


 


8.3.2.     
Returns of Inventory. No Borrower shall return any Inventory to a supplier, vendor or other Person, whether for cash,
credit or otherwise, unless (a) such return is in the ordinary course of business; (b) no Event of Default or Overadvance exists
or would result therefrom; (c) Lender is promptly notified of the aggregate Value of all Inventory returned in each month; and
(d) any payment received by Borrowers for a return is promptly remitted to Lender for application to the Obligations.


 


8.3.3.     
Acquisition, Sale and Maintenance. Borrowers shall not acquire or accept any Inventory on consignment or approval,
and shall take all steps to assure that all Inventory is produced in accordance with applicable law, including the Fair Labor
Standards Act of 1938 (the “FLSA”). Borrowers shall not sell any Inventory on consignment or approval or any other
basis under which the customer may return or require Borrower to repurchase such Inventory. Borrowers shall use, store and maintain
all Inventory with reasonable care and caution, in accordance with applicable standards of any insurance and in conformity with
all applicable law, and shall make current rent payments (within applicable grace periods provided for in leases) at all locations
where any Collateral is located.


 


8.4.        
Equipment.


 


8.4.1.     
Records and Schedules of Equipment. Each Borrower shall keep accurate and complete records of its Equipment, and shall
submit to Lender a current schedule thereof, at the times and in form satisfactory to Lender. Promptly upon request, Borrowers
shall deliver to Lender evidence of their ownership or interests in any Equipment.


 


8.4.2.     
Dispositions of Equipment. No Borrower shall sell, lease or otherwise dispose of any Equipment, without the prior written
consent of Lender, other than replacement of Equipment that is worn, damaged or obsolete with Equipment of like function and value,
if the replacement Equipment is acquired substantially contemporaneously with such disposition and is free of Liens.


 


8.4.3.     
Condition of Equipment. The Equipment is and will remain in good operating condition and repair, and all necessary
replacements and repairs have been and will be made so that the value and operating efficiency of the Equipment is preserved at
all times, reasonable wear and tear excepted. Borrowers shall not permit any Equipment to become affixed to real Property unless
any landlord or mortgagee delivers a Lien Waiver.


 


8.5.        
Deposit Accounts. Schedule 8.5 shows all Deposit Accounts maintained by Borrowers, including the Dominion
Accounts have been identified to Lender in writing. Each Borrower shall take all 



    	-26-



    	



    

actions necessary to establish Lender’s control
of each such Deposit Account (other than an account exclusively used for payroll, payroll taxes or employee benefits. Borrowers
shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than Lender) to have control
over a Deposit Account or any Property deposited therein. Borrowers shall promptly notify Lender in writing of any opening or
closing of a Deposit Account.


 


8.6.        
General Provisions.


 


8.6.1.     
Location of Collateral. All tangible items of Collateral shall at all times be kept by Borrowers at the business locations
disclosed in writing to Lender on Schedule 8.6.1, except that Borrowers may (a) make sales or other dispositions
of Collateral in the ordinary course of business for fair market value; (b) move Collateral to another location upon 30 Business
Days prior written notice to Lender; (c) move de minimis amounts of Inventory to locations not listed on Schedule 8.6.1 for sales
demonstration purposes.


 


8.6.2.     
Insurance of Collateral; Condemnation Proceeds.


 


(a)     Each Borrower
shall obtain and maintain at all times throughout the term of this Agreement with responsible insurance companies, such insurance
coverage as may be required by any law or governmental regulation or court decree or order applicable to it and such other insurance,
to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated. Each insurance
policy required under this Section 8.6.2(a) shall: (i) be written by an insurance company authorized or licensed to do
business in the state within which the property is located; (ii) be for terms of at least one year, with premiums paid on a quarterly
or annual basis; (iii) be subject to the reasonable approval of Lender as to insurance companies, amounts, content, forms of policies
and expiration dates; and (iv) name Lender, its successors and assigns: (1) as an additional insured under all liability insurance
policies, and (2) as loss payee on all property insurance policies. Borrowers shall cause each insurance policy: (i) to provide
that at least thirty (30) days’ prior written notice to Lender be given prior to any policy reduction or cancellation for
any reason; and (ii) to contain an endorsement or agreement by the insurer that any loss shall be payable to the Lender in accordance
with the terms of such policy notwithstanding any act or negligence of Borrowers which might otherwise result in forfeiture of
such insurance. If any Borrower fails to provide and pay for any insurance, Lender may, at its option, but shall not be required
to, procure the insurance and charge Borrowers therefor.


 


(b)     Any proceeds
of insurance (other than proceeds from workers’ compensation or D&O insurance) and any awards arising from condemnation of
any Collateral shall be paid to Lender and shall be applied to payment of the Revolver Loans, and then to other Obligations, other
than the Term Loan. Subject to clause (c) below, any proceeds or awards that relate to Equipment or Real Estate shall be applied
first to the Term Loan, then to Revolver Loans and then to other Obligations.


 


(c)     If requested
by Borrowers in writing within 15 days after Lender’s receipt of any insurance proceeds or condemnation awards relating to any
loss or destruction of Equipment or Real Estate, Borrowers may use such proceeds or awards to repair or replace such Equipment
or Real Estate (and until so used, the proceeds shall be held by Lender as Cash Collateral) as long as (i) no Event of Default
exists; (ii) such repair or replacement is promptly undertaken and concluded, in accordance with plans satisfactory to Lender;
(iii) replacement buildings are constructed on the sites of the original casualties and are of comparable size, quality and utility
to the destroyed buildings; (iv) the repaired or replaced Property is free of Liens, other than Permitted Liens that are not purchase
money Liens; (v) Borrower complies with disbursement procedures for such repair or replacement as Lender may reasonably require;
and (vi) the aggregate amount of such proceeds or awards from any single casualty or condemnation does not exceed $50,000.


 


8.6.3.     
Protection of Collateral. All expenses of protecting, storing, warehousing, 



    	-27-



    	



    

insuring, handling, maintaining and shipping
any Collateral, all taxes or Royalties payable with respect to any Collateral (including any sale thereof), and all other payments
required to be made by Lender to any Person to realize upon any Collateral, shall be borne and paid by Borrowers.


 


8.6.4.     
Defense of Title. Each Borrower shall defend its title to Collateral and Lender’s Liens therein against all Persons,
claims and demands, except Permitted Liens.


 


8.7.        
Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Lender (and all Persons designated by
Lender) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Lender, or
Lender’s designee, may, without notice and in either its or Borrower’s name, but at the cost and expense of Borrower:


 


(a)     Endorse such
Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Lender’s
possession or control; and


 


(b)     During an Event
of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts, by legal
proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify,
compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral;
(iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Lender deems advisable;
(iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds
of Collateral; (v) endorse any Chattel Paper, Document, Instrument, bill of lading, or other document or agreement relating to
any Accounts, Inventory or other Collateral; and (vi) take all other actions as Lender deems appropriate to fulfill Borrower’s
obligations under the Loan Documents.


 


Section
9.         REPRESENTATIONS AND WARRANTIES


 


9.1.        
General Representations and Warranties. To induce Lender to enter into this Agreement and to make available the Commitments,
Loans and Letters of Credit, Borrowers represent and warrant that:


 


9.1.1.     
Organization and Qualification. Each Borrower and Subsidiary is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization. Each Borrower and Subsidiary is duly qualified, authorized to do business
and in good standing as a foreign corporation in each jurisdiction where failure to be so qualified could reasonably be expected
to have a Material Adverse Effect.


 


9.1.2.     
Power and Authority. Each Obligor is duly authorized to execute, deliver and perform its Loan Documents. The execution,
delivery and performance of the Loan Documents have been duly authorized by all necessary action, and do not violate or cause
a default under any of Obligor’s organizational documents or under any applicable law, License, or contract or agreement
to which any Obligor is a party.


 


9.1.3.     
Enforceability. Each Loan Document is a legal, valid and binding obligation of Borrower, enforceable in accordance
with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors’ rights generally.


 


9.1.4.     
Capital Structure. Schedule 9.1.4 shows, for each Borrower and each Subsidiary, its name, jurisdiction
of organization, and holders of its equity or similar ownership interests. Except as disclosed in writing to Lender on Schedule
9.1.4, in the five years preceding the Closing Date, Borrower has not acquired any substantial assets from any other Person
nor been the surviving entity in a merger or combination.



    	-28-



    	



    


9.1.5.     
Title to Properties; Priority of Liens. Each Borrower and Subsidiary has good and marketable title to (or valid leasehold
interests in) all of its Real Estate, and good title to all of its personal Property in each case free of Liens except for Permitted
Liens. Without limiting the generality of the foregoing, Wireless Telecommunications Group, LTD and CommAgility Limited, its successor
by merger following the Target Acquisition, has good title to the Shares free of Liens except Permitted Liens, the Shares constitute
all of the issued and outstanding Equity Interests of Target, and after giving effect to the Target Acquisition the Acquired Business
shall be conducted in the same manner and on terms and conditions as immediately prior to giving effect to the Target Acquisition.
Borrowers have paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted
Liens. All Liens of Lender in the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are
expressly allowed to have priority over Lender’s Liens.


 


9.1.6.     
Accounts. Lender may rely, in determining which Accounts are Eligible Accounts, on all statements and representations
made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible
Account in a Borrowing Base Report, that:


 


(a)     it is genuine
and in all respects what it purports to be;


 


(b)     it arises out
of a completed, bona fide sale and delivery of goods or rendition of services in the ordinary course of business, and substantially
in accordance with any purchase order, contract or other document relating thereto;


 


(c)     it is for a
sum certain, maturing as stated in the applicable invoice, a copy of which has been furnished or is available upon request to
Lender;


 


(d)     it is not subject
to any offset, Lien (other than Lender’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as
arising in the ordinary course of business and disclosed to Lender; and it is absolutely owing by the Account Debtor;


 


(e)     no purchase
order, agreement, document or applicable law restricts assignment of the Account to Lender (regardless of whether, under the UCC,
the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice;


 


(f)     no extension,
compromise, settlement, modification, credit, deduction or return has been authorized or is in process with respect to the Account,
except discounts or allowances granted in the ordinary course of business for prompt payment that are reflected on the face of
the invoice related thereto and in the reports submitted to Lender hereunder; and


 


(g)     to the best
of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability
or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet
the applicable Borrower’s customary credit standards, is solvent, and has not failed, or suspended or ceased doing business; and
(iii) there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably be expected to
have a material adverse effect on the Account Debtor’s financial condition.


 


9.1.7.     
Financial Statements. The consolidated and consolidating balance sheet, and related statements of income, cash flow
and shareholders equity, of Borrowers and Subsidiaries that have been and are hereafter delivered to Lender, are prepared in accordance
with GAAP, and fairly present the financial positions and results of operations of Borrowers and Subsidiaries in all material
respects at the dates and for the periods indicated. All projections delivered from time to time to Lender have been prepared
in good faith, based on reasonable assumptions in light of the circumstances at such time. Since December 31, 2016, there has
been no change in the condition, financial or otherwise, of any Borrower or



    	-29-



    	



    

 Subsidiary that could reasonably be expected to have
a Material Adverse Effect. No financial statement delivered to Lender at any time contains any untrue statement of a material
fact, nor fails to disclose any material fact necessary to make such statement not materially misleading. Each Borrower and Subsidiary
is solvent.


 


9.1.8.     
Surety Obligations. No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract
that assures payment or performance of any obligation of any Person, except as permitted hereunder.


 


9.1.9.     
Taxes. Each Borrower and Subsidiary has filed all federal, state and local tax returns and other reports that it is
required by law to file, and has paid, or made provision for the payment of, all taxes upon it, its income and its Properties
that are due and payable, except as being Properly Contested.


 


9.1.10.  Brokers.
There are no brokerage commissions, finder’s fees or investment banking fees payable in connection with any transactions contemplated
by the Loan Documents.


 


9.1.11.  Intellectual
Property. Each Borrower and Subsidiary owns or has the lawful right to use all intellectual and similar property necessary
for the conduct of its business, without conflict with any rights of others. There is no pending or, to Borrower’s knowledge,
threatened claim with respect to Borrower or any of its Property (including any intellectual property). Except as disclosed on
Schedule 9.1.11, no Borrower or Subsidiary pays or owes any License, Royalty or other compensation to any Person
with respect to use or License of any intellectual property. All intellectual property owned, used or licensed by, or otherwise
subject to any interests of, any Borrower or Subsidiary have been disclosed on Schedule 9.1.11 or constitutes (x)
license agreements for commercially available off-the-shelf software that is generally available to the public which have been
licensed to a Borrower pursuant to end-user licenses, and for the avoidance of doubt, such commercially available software includes
commercially available open source, shareware and freeware software and (y) non-exclusive licenses to Intellectual Property granted
by consultants, service providers, research associates, data vendors, or other content providers as a component of or ancillary
to a consulting agreement, services agreement, research agreement or similar agreement entered into by such Borrower in the ordinary
course of business.


 


9.1.12.    Governmental
Approvals. Each Borrower and Subsidiary has, is in compliance with, and is in good standing with respect to, all governmental
approvals necessary to conduct its business and to own, lease and operate its Properties.


 


9.1.13.    Compliance
with Laws. Each Borrower and Subsidiary has duly complied, and its Properties and business operations are in compliance, in
all material respects with all applicable laws, except to the extent non-compliance could not reasonably be expected to have a
Material Adverse Effect. There have been no citations, notices or orders of material noncompliance issued to Borrower or any Subsidiary
under any applicable law. No Inventory has been produced in violation of the FLSA.


 


9.1.14.    Compliance
with Environmental Laws. Except as disclosed on Schedule 9.1.14, no Borrower’s or Subsidiary’s past
or present operations, Real Estate or other Properties are not subject to any federal, state or local investigation to determine
whether any remedial action is needed to address any environmental pollution, hazardous material or environmental clean-up. No
Borrower or Subsidiary has received any notice regarding any violation of environmental laws. No Borrower or Subsidiary has any
contingent liability with respect to any violation of any environmental law, environmental pollution or hazardous material on
any Real Estate now or previously owned, leased or operated by it.


 


9.1.15.    Burdensome
Contracts. No Borrower or Subsidiary is a party or subject to any contract, agreement or charter restriction that could reasonably
be expected to have a Material Adverse Effect. No Borrower or Subsidiary is a party or subject to any Restrictive Agreement, except
as shown on 



    	-30-



    	



    

Schedule 9.1.15. No such Restrictive Agreement prohibits the execution, delivery or performance of any
Loan Document by any Borrower or Subsidiary.


 


9.1.16.    Litigation.
Except as shown disclosed in writing to Lender on Schedule 9.1.16, there are no proceedings or investigations or
any litigation pending or, to Borrower’s knowledge, threatened against Borrower or any of its Subsidiaries, or any of their businesses,
operations, Properties, prospects or conditions that could reasonably be expected to result in a Material Adverse Effect. Except
as disclosed in writing to Lender, Borrower has no Commercial Tort Claim. No Borrower or Subsidiary is in default with respect
to any order, injunction or judgment of any governmental authority.


 


9.1.17.    No
Defaults. No event or circumstance has occurred or exists that constitutes an Event of Default. No Borrower or Subsidiary
is in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute
a default, under any contract or agreement to which Borrower or such Subsidiary is a party or in the payment of any material Borrowed
Money. There is no basis upon which any party (other than Borrowers or Subsidiaries) could terminate a material contract or agreement
prior to its scheduled termination date.


 


9.1.18.    ERISA.
Except as disclosed in writing to Lender on Schedule 9.1.18:


 


(a)     Each ERISA Plan
is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code, and other federal
and state laws. “ERISA” means the Employee Income Retirement Security Act of 1974, as amended from time to time. Capitalized
terms used in this Section 9.1.18 have the meanings given to them in ERISA (except as otherwise defined in this Agreement).


 


(b)     There are no
pending or, to the knowledge of any Borrower, threatened claims, actions or lawsuits, or action by any governmental authority,
with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction
or violation of the fiduciary responsibility rules with respect to any Plan that has resulted in or could reasonably be expected
to have a Material Adverse Effect.


 


(c)     There has been
no Reportable Event that might constitute grounds for termination of any Plan by the Pension Benefit Guaranty Corporation or for
the appointment by any United States District Court of any trustee to administer any Plan.


 


9.1.19.    Trade
Relations. There exists no actual or threatened termination, limitation or modification of any business relationship between
any Borrower or Subsidiary and any customer or supplier, or any group of customers or suppliers, who individually or in the aggregate
are material to the business of Borrowers or Subsidiaries. There exists no condition or circumstance that could reasonably be
expected to impair the ability of Borrowers to conduct its business at any time hereafter in substantially the same manner as
conducted on the Closing Date.


 


9.1.20.    Labor
Relations. Except as set forth on Schedule 9.1.20, no Borrower or Subsidiary is party to or bound by any collective
bargaining agreement, management agreement or consulting agreement. There are no material grievances, disputes or controversies
with any union or other organization of Borrower’s or Subsidiary’s employees, or, to Borrower’s knowledge, any asserted
or threatened strikes, work stoppages or demands for collective bargaining.


 


9.1.21.    Payable
Practices. No Borrower or Subsidiary has made any material change in its historical accounts payable practices from those
in effect on the Closing Date. 


 


9.2.        
Complete Disclosure. No Loan Document contains any untrue statement of a material fact, nor fails to disclose any material
fact necessary to make the statements contained therein not 



    	-31-



    	



    

materially misleading. There is no fact or circumstance that Borrowers
have failed to disclose to Lender in writing that could reasonably be expected to have a Material Adverse Effect.


 


Section
10.  COVENANTS AND CONTINUING AGREEMENTS


 


10.1.     
Affirmative Covenants. As long as any Commitment or Obligations (other than contingent indemnification obligations
for which no claims have been asserted) are outstanding, Borrowers shall, and shall cause each Subsidiary to:


 


10.1.1.    Inspections;
Appraisals.


 


(a)     Permit Lender
to visit and inspect Borrowers’ and Subsidiaries’ Properties, inspect, audit and make extracts from Borrowers’
and records, and discuss with its officers, employees, agents, advisors and independent accountants Borrowers’ and Subsidiaries’
business, financial condition, assets, prospects and results of operations. Borrowers acknowledge that all inspections, appraisals
and reports are prepared by Lender for its purposes, and Borrowers shall not be entitled to rely upon them.


 


(b)     Reimburse Lender
for all its charges, costs and expenses in connection with (i) examinations of Borrower’s books and records or any other
financial or Collateral matters as it deems appropriate; (ii) appraisals of Inventory and (iii) after the occurrence
of an Event of Default and during its continuance, appraisals of Equipment. Notwithstanding the foregoing, Borrowers shall only
be liable for the cost and expense of (a) one Inventory appraisal per annum, provided, that, during the continuation of an Excess
Availability Trigger Period, Borrowers shall be liable for the cost and expense of two Inventory appraisals per annum and (b)
two field examinations per annum, provided, that, during the continuance of an Event of Default, there shall be
no limitation on the number of Inventory appraisals, field examinations or equipment appraisals for which Lender may conduct at
Borrowers’ cost and expense. Borrowers shall pay Lender’s then standard charges for examination activities, including charges
for its internal examination and appraisal groups, as well as the charges of any third party used for such purposes. No Borrowing
Base calculation shall include Collateral acquired outside the ordinary course of business. There shall be no limit to the number
of examinations or appraisals conducted by Lender while there exists a Default or Event of Default.


 


10.1.2.    Financial
and Other Information. Keep adequate records and books of account with respect to its business activities, and furnish to
Lender:


 


(a)     as soon as available,
and in any event within 90 days after the close of each Fiscal Year, balance sheets as of the end of such Fiscal Year and the
related statements of income, cash flow and shareholders equity on a consolidated and consolidating basis for Borrowers and their
Subsidiaries, which consolidated statements shall be audited on standards satisfactory to Lender by a firm of independent certified
public accountants of recognized standing selected by Borrowers and acceptable to Lender in its Permitted Discretion, and shall
set forth comparative corresponding figures for the preceding Fiscal Year;


 


(b)     as soon as available,
and in any event within 45 days after the end of each Fiscal Quarter, unaudited balance sheets as of the end of such Fiscal Quarter
and the related statements of income and cash flow for such Fiscal Quarter and for the portion of the Fiscal Year then elapsed,
on consolidated and consolidating basis for Borrowers and their Subsidiaries, setting forth in comparative form corresponding
figures for the preceding Fiscal Year and certified by an authorized officer of Borrowers as prepared in accordance with GAAP
and fairly presenting the financial position and results of operations for such month and period, subject to normal year-end adjustments
and the absence of footnotes;


 


(c)     as soon as available,
and in any event within 30 days after the end of each month, 



    	-32-



    	



    

(but within 45 days after the last month of each Fiscal
Quarter and 60 days after the last month in a Fiscal Year), unaudited balance sheets as of the end of such month (or Fiscal Quarter,
as applicable) and the related statements of income and cash flow for such month (or Fiscal Quarter, as applicable) and for the
portion of the Fiscal Year then elapsed, on consolidated and consolidating basis for Borrowers and their Subsidiaries, setting
forth in comparative form corresponding figures for the preceding Fiscal Year and certified by an authorized officer of Borrowers
as prepared in accordance with GAAP and fairly presenting the financial position and results of operations for such month and
period, subject to normal year-end adjustments and the absence of footnotes;


 


(d)     concurrently
with delivery of quarterly financial statements under clauses (a) and (b) above, or more frequently if requested by Lender while
an Event of Default exists, a Compliance Certificate executed by the an authorized officer of Borrowers;


 


(e)     concurrently
with delivery of financial statements under clause (a) above, copies of all management letters and other material reports submitted
to Borrowers by their accountants in connection with such financial statements;


 


(f)     concurrently
with delivery of Borrowers’ Borrowing Base Reports delivered pursuant to Section 8.1 above, a listing of Borrowers’
trade payables, specifying the trade creditor and balance due, and a detailed trade payable aging, all in form reasonably satisfactory
to Lender;


 


(g)     not later than
30 days after the beginning of each Fiscal Year, projections of Borrowers’ consolidated balance sheets, results of operations,
cash flow and Availability for the next Fiscal Year, covering a time period acceptable to Lender month by month; and


 


(h)     such other reports
and information (financial or otherwise) as Lender may request from time to time in connection with any Collateral or Borrowers’,
Subsidiaries’, or other Obligor’s financial condition or business.


 


10.1.3.    Notices.
Notify Lender in writing promptly of any of the following that affects any Borrower: (a) the threat or commencement of any lawsuit,
proceeding or investigation; (b) any pending or threatened labor dispute, strike or walkout; (c) any default under or termination
of a material contract, License or other agreement; (d) the existence any Event of Default; (e) any judgment in any amount; (f)
any violation or asserted violation of any applicable law (including ERISA, FLSA, or any federal, state or local environmental
laws); (h) any environmental contamination or pollution by such Borrower or on any Property owned, leased or occupied by Borrower;
or receipt of any notice of violation of any environmental law; (i) the occurrence of any ERISA Event; (j) the discharge of or
any withdrawal or resignation by Borrower’s independent accountants; or (k) any opening of a new office or place of business,
at least 30 days prior to such opening. 


 


10.1.4.   Landlord
and Storage Agreements. Upon request, provide Lender with copies of all existing agreements, and promptly after execution
thereof provide Lender with copies of all future agreements, between any Borrower and any landlord, warehouseman, processor, shipper,
bailee or other Person that owns any premises at which any Collateral may be kept or that otherwise may possess or handle any
Collateral.


 


10.1.5.   Compliance
with Laws. Comply with all laws applicable to the conduct of each Borrower’s business, including ERISA, all environmental
laws, FLSA, laws regarding anti-terrorism, and laws regarding collection and payment of taxes, and maintain all governmental approvals
necessary to the ownership of its Properties or conduct of its business. If any environmental contamination or pollution occurs
at or on any Properties of Borrower or Subsidiary, it shall act promptly and diligently to investigate and report to Lender and
all appropriate governmental authorities the extent of, and to make appropriate remedial action to eliminate, such contamination
or pollution, whether or not directed to do so by any governmental authority.



    	-33-



    	



    

10.1.6.   Taxes.
Except as being Properly Contested, pay and discharge all taxes prior to the date on which they become delinquent or penalties
attach.


 


10.1.7.   Insurance.
In addition to the insurance required hereunder with respect to Collateral, maintain insurance with insurers satisfactory to Lender,
(a) with respect to the Properties and business of Borrowers and Subsidiaries of such type, in such amounts, and with such coverages
and deductibles as are customary for companies similarly situated; and (b) business interruption insurance in an amount not less
than the amount of insurance maintained by Borrower as of the Closing Date, with deductibles and subject to endorsements and assignments
satisfactory to Lender.


 


10.1.8.   Reserved.


 


10.1.9.   Depository
Bank. Maintain Lender as its sole depository bank, including for the maintenance of all operating, collection, disbursement
and other deposit accounts and for all Cash Management Services. 


 


10.1.10. Future
Subsidiaries. Promptly notify Lender upon any Person becoming a Subsidiary and, if such Person is not a Foreign Subsidiary,
cause it to guaranty the Obligations in a manner satisfactory to Lender, and to execute and deliver such documents, joinders,
instruments and agreements and to take such other actions as Lender shall require to evidence and perfect a Lien in favor of Lender
on all assets of such Person, including delivery of such legal opinions, in form and substance satisfactory to Lender, as it shall
deem appropriate.


 


10.2.    
Negative Covenants. As long as any Commitment or Obligations (other than contingent indemnification obligations
for which no claims have been asserted) are outstanding, Borrowers shall not, and shall cause each Subsidiary (other than any
Foreign Subsidiary) not to, without Lender’s prior written consent:


 


10.2.1.  Debt.
Create, incur, guarantee or suffer to exist any debt, or contingent liabilities except:


 


(a)     the Obligations;


 


(b)     trade payables
incurred in the ordinary course of business on normal trade credit;


 


(c)     liabilities
and leases in existence on the Closing Date and disclosed in writing to Lender on Schedule 10.2.1 and any extension,
renewal or refinancing (but not increase) thereof;


 


(d)     Bank Product
Debt incurred in the ordinary course of business;


 


(e)     Permitted Purchase
Money Debt;


 


(f)     the endorsement
of checks in the ordinary course of business;


 


(g)     Indebtedness
of a Borrower that is owed to another Borrower;


 


(h)     Indebtedness
arising in connection with the financing of insurance premiums in the ordinary course of business;


 


(i)     Indebtedness
representing deferred compensation to officers, directors, employees of the Borrowers and their Subsidiaries;



    	-34-



    	



    


(j)     Indebtedness,
if any, owed in respect of any overdraft and related liabilities arising from treasury and cash management services or any automated
clearing house transfer of funds and other Indebtedness in respect of netting services, overdraft protection and similar arrangement,
in each case, in the ordinary course of business in connection with cash management and deposit accounts;


 


(k)     to the extent
constituting debt, all obligations permitted in connection with each Permitted Acquisition; and


 


(l)     unsecured debt
(i) subordinated to the Obligations on terms satisfactory to the Lender in an aggregate amount not to exceed at any time $500,000,
(ii) for Permitted Acquisitions, subordinated to the Obligations on terms satisfactory to the Lender in an aggregate amount not
to exceed at any time $500,000, and (iii) otherwise outstanding in an aggregate amount not to exceed $250,000.


 


10.2.2.  Permitted
Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted
Liens”):


 


(a)     Liens in favor
of Lender;


 


(b)     Liens for taxes
not yet due;


 


(c)     easements, rights-of-way,
restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure
any monetary obligation and do not interfere with the Borrower’s ordinary course of business;


 


(d)     Liens existing
on the Closing Date and disclosed to Lender in writing on Schedule 10.2.2;


 


(e)     purported Liens
evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered
into in the ordinary course of business;


 


(f)      Liens in favor
of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation
of goods;


 


(g)     licenses (including
licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business;


 


(h)     Liens in favor
of collecting banks under Section 4-208 or 4-210 of the UCC on the items in the course of collection;


 


(i)     Liens (i) (including
the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits and/or
(ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business
and not for speculative purposes;


 


(j)     Purchase Money
Liens securing Permitted Purchase Money Debt; and


 


(j)     Liens not otherwise
permitted hereunder securing Indebtedness or other obligations not in excess of $250,000 in the aggregate at any one time outstanding,
which Liens are junior in priority to the Liens in favor of Lender.


 


10.2.3.    Capital
Expenditures. Make Unfinanced Capital Expenditures in excess of $850,000 in the aggregate during any Fiscal Year.



    	-35-



    	



    


10.2.4.  Distributions.
Declare or make payment of any distributions, interest or dividend on the stock, Equity Interest or other ownership interests
of Borrower or repurchase any stock or other ownership interests from any holder, except to the extent that such payments
(i) are Restricted Equity Payments, (ii) meet the Restricted Equity Payment Conditions, and (iii) do not exceed $1,000,000 in
the aggregate during the term of this Agreement..


 


10.2.5.  Acquisitions
and Investments. (i) Acquire a business, division or substantially all the assets of any Person, (ii) acquire 50% or more
of the equity or other ownership interests of any Person or (iii) have existing or make any investment in or make any capital
contribution or other transfer of assets to any Person except;


 


(a)         investments existing on the Closing Date and disclosed in writing to Lender;


 


(b)         investments in certificates of deposit;


 


(c)         United States treasury bills or other obligations of the United States government;


 


(d)         Permitted Acquisitions;


 


(e)         Loans permitted under Section 10.2.7; and


 


(f)          Equity Interests of the Subsidiaries existing on the closing date.


 


10.2.6.  Disposition
of Business or Assets. Make any sale, assignment, lease, transfer or other disposition of Borrower’s business or assets
except (a) in the ordinary course of business for fair market value and (b) sales, assignments, leases, transfers or other dispositions
of assets among Borrowers.


 


10.2.7.  Loans.
Make any loans or other advances of money to any Person except:


 


(a) advances to
an officer or employee for salary, travel expenses, commissions and similar items in the ordinary course of business not to
exceed $25,000 to any one Person or $100,000 in the aggregate outstanding at any one time;


 


(b) prepaid
expenses and extensions of trade credit made in the ordinary course of business;


 


(c) deposits with
financial institutions permitted hereunder;


 


(d) the loans
existing as of the date hereof set forth on Schedule 10.2.7, in amounts not greater than the amounts
outstanding as of the date hereof and set forth on such Schedule 10.2.7; and


 


(e) loans and
advances to Subsidiaries of Borrowers that are not Borrowers hereunder, in an aggregate outstanding amount not to exceed
$250,000 at any one time, provided, that, all such loans and advances shall be in the ordinary course of business consistent
with past practices and undertaken in good faith, upon fair and reasonable terms and no less favorable than would be obtained
in a comparable arm’s-length transaction with a non-Affiliate.


 


10.2.8.    Restrictions
on Payment of Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance
or acquisition) with respect to any (a) Subordinated Debt without the prior written consent of Lender, or as set forth in the
applicable subordination agreement relating to such Subordinated Debt; (b) Borrowed Money (other than the Obligations and the
Subordinated Debt, which Subordinated Debt shall be subject to the foregoing clause



    	-36-



    	



    

(a)) prior to its due date under the agreements
evidencing such debt as in effect on the Closing Date and disclosed in writing to Lender (or as amended thereafter with the consent
of Lender); or (c) Earn-Out Payments, payments in respect of the Holdback Amount or similar payments arising under the Share Purchase
Agreement, provided, that, Lender acknowledges that such payments may be made by any Foreign Subsidiary of a Borrower
that is not an Obligor with monies or the proceeds of assets of such Foreign Subsidiary.


 


10.2.9.  
Fundamental Changes. Change its name or conduct business under any fictitious name; change its tax, charter or other organizational
identification number; change its form or state of organization; liquidate, wind up its affairs or dissolve itself; or merge,
combine or consolidate with any Person.


 


10.2.10. Subsidiaries.
Except as provided in Section 10.1.10, form or acquire any subsidiary after the Closing Date.


 


10.2.11. Organic
Documents. Amend, modify or otherwise change any of its organizational documents or agreements.


 


10.2.12. Tax Consolidation. File or consent to the filing of any consolidated income tax return with any Person.


 


10.2.13. Accounting Changes. Make any material change in accounting treatment or reporting practices, except as required by
GAAP and in accordance with Section 1.2; or change its Fiscal Year.


 


10.2.14. Restrictive Agreements. Be or become a party to any agreement that conditions or restricts the right of Borrower to
incur or repay the Obligations or to grant Liens on the assets of Borrower, except (a) in effect on the Closing Date and disclosed
in writing to Lender on Schedule 10.2.14; or (b) constituting customary restrictions on assignment in leases and
other contracts.


 


10.2.15. Hedging Agreements. Enter into any Hedging Agreement, except to hedge risks arising in the ordinary course of business
and not for speculative purposes.


 


10.2.16. Conduct of Business. Engage in any business, other than its business as conducted on the Closing Date and any activities
incidental thereto.


 


10.2.17. Affiliate Transactions. Enter into or be party to any transaction with an Affiliate or a Subsidiary except (a) transactions
expressly permitted by the Loan Documents; (b) payment of reasonable compensation, benefits and employment incentives to officers
and employees for services actually rendered, and payment of customary directors’ fees and indemnities; (c) transactions in the
ordinary course of business and on upon fair and reasonable terms and no less favorable than would be obtained in a comparable
arm’s-length transaction with a non-Affiliate; (d) transactions with Affiliates consummated prior to the Closing Date, as
shown on Schedule 10.2.17.


 


10.2.18. Plans. Become party to any ERISA Plan, other than any in existence on the Closing Date and disclosed in writing to
Lender. Change of Management or Control. Make any material change in Borrower’s executive or management personnel, or permit
or suffer any change in its direct or indirect capital ownership in each case as existing on the Closing date and disclosed to
Lender in writing.


 


10.2.19. Amendments to Subordinated Debt. Amend, supplement or otherwise modify any document, instrument or agreement relating
to any Subordinated Debt, if such modification (a) increases the principal balance of such debt, or increases any required payment
of principal or interest; (b) accelerates the date on which any installment of principal or any interest is due, or adds any additional
redemption, put or prepayment provisions; (c) shortens the final maturity date or otherwise accelerates 



    	-37-



    	



    

amortization; (d) increases
the interest rate; (e) increases or adds any fees or charges; (f) modifies any covenant in a manner or adds any representation,
covenant or default that is more onerous or restrictive in any material respect for any Borrower or any Subsidiary, or that is
otherwise materially adverse to Borrowers, any Subsidiary or Lender; or (g) results in the Obligations not being fully benefited
by the subordination provisions thereof.


 


10.2.20. Willtek. Permit Willtek to engage in any business activities or to have any material assets or material liabilities
other than net operating losses for tax purposes.


 


10.3.       Financial Covenants.


 


As long as any Commitment
or Obligations are outstanding, Borrowers shall, on a consolidated basis:


 


10.3.1.  Fixed
Charge Coverage Ratio. Commencing with the Fiscal Quarter ending September 30, 2017, maintain a Fixed Charge Coverage Ratio
of at least 1.0:1.0, determined as of the last day of each Fiscal Quarter for the trailing four quarter period then ended.


 


10.3.2. 
Minimum EBITDA. Measured as of the Fiscal Quarter ending June 30, 2017, (i) for the six months then ended, maintain
EBITDA of not less than $272,000 and (ii) for the twelve months then ended, maintain EBITDA of not less than $1,100,000.  


 


Compliance with the foregoing shall be
evidenced by delivery of the Compliance Certificate required under Section 10.1.2(c).


 


10.4.      
Post-Closing. Borrowers hereby agree to take the following actions within the time periods set forth below:


 


(a)            Borrowers shall, within five (5) days after the Closing Date (as such date may be extended by Lender in its Permitted Discretion,
which extension may be granted by electronic mail), cause its landlord to deliver to Lender a Lien Waiver in respect of Borrowers’
leased location, in form and substance satisfactory to Lender.


 


(b)            Borrowers shall, within fourteen (14) days after the Closing Date (as such date may be extended by Lender in its Permitted Discretion),
deliver to Lender lender’s loss payable endorsements and additional insured endorsements to Borrowers’ existing insurance
policies, each in form and substance satisfactory to Lender in its Permitted Discretion.


 


Section
11.      EVENTS OF DEFAULT; REMEDIES ON DEFAULT


 


11.1.     
Events of Default. Each of the following shall be an “Event of Default:”


 


(a)   Any Borrower
fails to pay its Obligations when due (whether at stated maturity, on demand, upon acceleration or otherwise);


 


(b)   Any representation,
warranty or other written statement of any Borrower made in connection with any Loan Documents or transactions contemplated thereby
is incorrect or misleading in any material respect when given;


 


(c)   Any Borrower
breaches or fails to perform any covenant contained in this Agreement or any Loan Documents, provided, that, such
Borrower shall have 10 days from the occurrence of a default to cure such default arising from its failure to perform the covenants
described in Sections 7.4.1, 10.1.2(f), 10.1.2(g), 10.1.3 (other than 10.1.3(d));



    	-38-



    	



    


(d)   Any breach or
default of any Borrower occurs under (i) any Hedging Agreement; or (ii) any instrument or agreement to which it is a party or
by which it or any of its Properties is bound;


 


(e)   Any (a) judgment
or judgments, writ(s), order(s) or decree(s) for the payment of money are rendered against any Borrower for an aggregate amount
in excess of $250,000 and (b) (i) action shall be legally taken by any judgment creditor to levy upon assets or properties of
such Borrower to enforce any such judgment, (ii) such judgment shall remain undischarged for a period of thirty (30) consecutive
days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, shall not be in effect and
such judgment is being Properly Contested, (iii) any Liens arising by virtue of the rendition, entry or issuance of such judgment
upon assets or properties of such Borrower shall be senior to any Liens in favor of Agent on such assets or properties or (iv)
payment of such judgment is not covered by such Borrower’s insurance;


 


(f)   A loss, theft,
damage or destruction occurs with respect to any material portion of the Collateral and is not covered by any of Borrowers’
insurance policies;


 


(g)   Any Borrower
is enjoined, restrained or in any way prevented by any governmental authority from conducting any material part of its business;
any Borrower suffers the loss, revocation or termination of any material license, permit, lease or agreement necessary to its
business; there is a cessation of any material part of such Borrower’s business for a material period of time; any material
Collateral or Property of any Borrower is taken or impaired through condemnation; any Borrower agrees to or commences any liquidation,
dissolution or winding up of its affairs; or any Borrower is not solvent;


 


(h)   An insolvency
or bankruptcy proceeding is commenced by any Borrower; any Borrower makes an offer of settlement, extension or composition to
its unsecured creditors generally; a trustee is appointed to take possession of any substantial Property of or to operate any
of the business of any Borrower; or an insolvency or bankruptcy proceeding is commenced against any Borrower and: such Borrower
consents to institution of the proceeding, the petition commencing the proceeding is not dismissed within sixty (60) days of the
petition date, or an order for relief is entered in the proceeding;


 


(i)   A violation
of ERISA occurs that has resulted or could reasonably be expected to result in liability of any Borrower to a Plan or PBGC, or
that constitutes grounds for appointment of a trustee for or termination by the PBGC of any Plan; or any Borrower fails to pay
when due any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan;


 


(j)   Any Borrower
or any of its senior officers is criminally indicted or convicted for (i) a felony committed in the conduct of such Borrower’s
business, or (ii) violating any state or federal law (including the Controlled Substances Act, Money Laundering Control Act of
1986 and Illegal Exportation of War Materials Act) that could lead to forfeiture of any material Property or any Collateral; or


 


(k)   A Change of Control
occurs; or any event occurs or condition exists that has a Material Adverse Effect.


 


11.2.    
Remedies upon Default. If an Event of Default described in Section 11.1(h) occurs, and during its continuance,
then to the extent permitted by applicable law, all Obligations shall become automatically due and payable and all Commitments
shall terminate, without any action by Lender or notice of any kind. In addition, or if any other Event of Default exists, and
during its continuance, Lender may in its Permitted Discretion do any one or more of the following from time to time:


 


(a)     declare any Obligations immediately
due and payable, whereupon they shall be 



    	-39-



    	



    

due and payable without diligence, presentment, demand, protest or notice of any kind,
all of which are hereby waived by Borrowers to the fullest extent permitted by law;


 


(b)   terminate, reduce or condition
any Commitment, or adjust the Borrowing Base;


 


(c)   require Borrowers
to Cash Collateralize all LC Obligations, Bank Product Debt and other Obligations that are contingent or not yet due and payable,
and if Borrower fails to deposit such Cash Collateral, Lender may advance the required Cash Collateral as Revolver Loans; and


 


(d)   exercise any
other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a
secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require
Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Lender at a place designated by Lender;
(iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are
owned or leased by any Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral
in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as
may be required by applicable law, in lots or in bulk, at such locations, all as Lender, in its Permitted Discretion, deems advisable.
Borrowers agree that 10 days notice of any proposed sale or other disposition of Collateral by Lender shall be reasonable, and
that any sale conducted on the internet or to a licensor of intellectual property shall be commercially reasonable. Lender may
conduct sales on any Borrower’s premises, without charge, and any sales may be adjourned from time to time in accordance
with applicable law. Lender shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any
combination thereof, and Lender may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual
payment of the purchase price, may set off the amount of such price against the Obligations.


 


11.3.    
License. Lender is hereby granted an irrevocable, non-exclusive license or other right to, upon the occurrence and
during the continuance of an Event of Default, use, license or sub-license (without payment of royalty or other compensation to
any Person) any or all intellectual property of Borrowers, computer hardware and software, trade secrets, brochures, customer
lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing,
selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral.
Each Borrower’s rights and interests under intellectual property shall inure to Lender’s benefit.


 


11.4.    
Setoff. At any time during an Event of Default, Lender and its Affiliates are authorized, to the fullest extent permitted
by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations at any time owing by Lender or such Affiliate to or for the credit or the account
of Borrowers against its Obligations then due and owing, whether or not Lender or such Affiliate shall have made any demand under
this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch
or office of Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness.
The rights of Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other
rights of setoff) that such Person may have.


 


11.5.    
Remedies Cumulative; No Waiver.


 


11.5.1.  Cumulative
Rights. All agreements, warranties, guaranties, indemnities and other undertakings of Borrowers under the Loan Documents are
cumulative and not in derogation of each other. The rights and remedies of Lender under the Loan Documents are cumulative, may
be exercised at any time and from time to time, concurrently or in any order, and are not exclusive of any other rights or remedies
available by agreement, by law, at equity or otherwise. All such rights and remedies shall continue in full force and effect until
full payment of all Obligations.



    	-40-



    	



    

11.5.2.  Waivers.
No waiver or course of dealing shall be established by (a) the failure or delay of Lender to require strict performance by Borrowers
under any Loan Document, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of any
Loan or issuance of any Letter of Credit during a Default, Event of Default or other failure to satisfy any conditions precedent;
or (c) acceptance by Lender of any payment or performance by Borrowers under any Loan Documents in a manner other than that specified
therein. Any failure to satisfy a financial covenant on a measurement date shall not be cured or remedied by satisfaction of such
covenant on a subsequent date.


 


Section
12.  MISCELLANEOUS


 


12.1.    
Amendments and Waivers.


 


12.1.1.  Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of Borrowers, Lender, and their respective successors
and assigns, except that (a) Borrowers shall not have the right to assign its rights or delegate its obligations under any Loan
Documents, and (b) absent an Event of Default, Lender shall obtain Borrowers’ prior written consent to an assignment by
Lender, which consent shall not be unreasonably withheld, delayed or conditioned, provided, that, (i) Borrowers
shall be deemed to have consented to such assignment if Borrower has not responded to Lender’s request for such consent
within five (5) days of such request being made by Lender, and (ii) Borrowers’ consent shall not be required for any assignment
by Lender that is made as part of a loan portfolio asset sale or transfer.


 


12.1.2.  Amendments
and Other Modifications. No modification of any Loan Document, including any extension or amendment of a Loan Document or
any waiver of an Event of Default, shall be effective without the prior written agreement of Lender and Borrowers; provided,
however, that only the consent of the parties to a Bank Product agreement shall be required for any modification of such
agreement. Any waiver or consent granted by Lender shall be effective only if in writing, and only for the matter specified.


 


12.2.    
Indemnity. EACH BORROWER SHALL INDEMNIFY AND HOLD HARMLESS LENDER, EACH OTHER SECURED PARTY AND THEIR OFFICERS,
DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS AND ATTORNEYS (THE “INDEMNITEES”) AGAINST ANY CLAIMS THAT MAY BE INCURRED
BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY BORROWERS OR ANY OTHER PERSON OR ARISING FROM THE NEGLIGENCE
OF AN INDEMNITEE. In no event shall any party to a Loan Document have any obligation thereunder to indemnify or hold harmless
an Indemnitee with respect to a Claim that is determined in a final, non-appealable judgment by a court of competent jurisdiction
to result from the gross negligence or willful misconduct of such Indemnitee.


 


12.3.    
Notices and Communications.


 


12.3.1.  Notice
Address. All notices and other communications by or to a party hereto shall be in writing and shall be given to Borrowers
at Borrower Agent’s address shown on the signature pages hereof, and to any other Person at its address shown on the signature
pages hereof, or at such other address as a party may hereafter specify by notice in accordance with this Section 12.3.
Each communication shall be effective only (a) if given by facsimile transmission, when transmitted to the applicable facsimile
number, if confirmation of receipt is received; (b) if given by mail, three Business Days after deposit in the U.S. mail, with
first-class postage pre-paid, addressed to the applicable address; (c) if given by personal delivery, when duly delivered to the
notice address with receipt acknowledged. Notwithstanding the foregoing, no notice to Lender shall be effective until actually
received by the individual to whose attention at Lender such notice is required to be sent; or (d) if given by overnight 



    	-41-



    	



    

commercial
service, upon receipt as evidenced by written confirmation of receipt from the overnight service. Any written communication that
is not sent in conformity with the foregoing provisions shall nevertheless be effective on the date actually received by the noticed
party. Any notice received by Borrower Agent shall be deemed received by all Borrowers.


 


12.3.2.  Communications.
Electronic communications (including e-mail, messaging and websites) may be used only in a manner acceptable to Lender and only
for routine communications, such as delivery of financial statements, Borrowing Base Reports and other information required by
Section 10.1.2, and administrative matters. Lender make no assurances as to the privacy and security of electronic communications.
E-mail and voice mail shall not be effective notices under the Loan Documents.


 


12.3.3.  Platform.
Borrowing Base information, reports, financial statements, materials and other information shall be delivered by Borrowers pursuant
to procedures approved by Lender, including electronic delivery (if possible) upon request by Lender to an electronic system maintained
by it (“Platform”). Borrowers shall notify Lender of each posting of information on the Platform, and information
shall be deemed received by Lender only upon its receipt of such notice. The Platform is provided “as is” and “as
available.” Lender does not warrant the adequacy or functioning of the Platform, and expressly disclaims liability for any
issues involving the Platform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE
BY LENDER WITH RESPECT TO THE PLATFORM. No Indemnitee shall have any liability to Borrowers or any other Person for losses, claims,
damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) relating to use by any Person of the Platform,
including any unintended recipient, nor for delivery of any information via the Platform, internet, e-mail, or any other electronic
platform or messaging system.


 


12.3.4.  Non-Conforming
Communications. Lender may rely upon any communications purportedly given by or on behalf of any Borrower even if they were
not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by the recipient,
varied from a later confirmation. Each Borrower shall indemnify and hold harmless each Indemnitee from any liabilities, losses,
costs and expenses arising from any electronic or telephonic communication purportedly given by or on behalf of a Borrower.


 


12.4.     
Performance of Borrowers’ Obligations. Lender may, in its Permitted Discretion at any time and from time to time,
at Borrowers’ expense, pay any amount or do any act required of Borrowers under any Loan Documents or otherwise lawfully
requested by Lender to (a) enforce any Loan Documents or collect any Obligations; (b) protect, insure, maintain or realize upon
any Collateral; or (c) defend or maintain the validity or priority of Lender’s Liens in any Collateral, including any payment
of a Royalty, judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge
of a Lien. All payments, costs, fees and expenses of Lender under this Section shall be reimbursed by Borrowers, on demand,
with interest from the date incurred until paid in full, at the Default Rate. Any payment made or action taken by Lender under
this Section shall be without prejudice to any right to assert an Event of Default or to exercise any other rights or remedies
under the Loan Documents.


 


12.5.       Credit Inquiries. Lender may (but shall have no obligation) to respond to usual and customary credit inquiries from
third parties concerning Borrowers.


 


12.6.      Severability. Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be
valid under applicable law. If any provision is found to be invalid under applicable law, it shall be ineffective only to the
extent of such invalidity and the remaining provisions of the Loan Documents shall remain in full force and effect.



    	-42-



    	



    

12.7.      
Cumulative Effect; Conflict of Terms. The provisions of the Loan Documents are cumulative. The parties acknowledge
that the Loan Documents may use several limitations or measurements to regulate similar matters, and they agree that these are
cumulative and that each must be performed as provided. Except as otherwise provided in another Loan Document (by specific reference
to the applicable provision of this Agreement), if any provision contained herein is in direct conflict with any provision in
another Loan Document, the provision herein shall govern and control.


 


12.8.     
Counterparts; Execution. Any Loan Document may be executed in counterparts, each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This Agreement shall become effective when Lender has
received counterparts bearing the signatures of all parties hereto. Lender may (but shall have no obligation to) accept any signature,
contract formation or record-keeping through electronic means, which shall have the same legal validity and enforceability as
manual or paper-based methods, to the fullest extent permitted by applicable law.


 


12.9.     
Entire Agreement. Time is of the essence with respect to all Loan Documents and Obligations. The Loan Documents constitute
the entire agreement, and supersede all prior understandings and agreements, among the parties relating to the subject matter
thereof.


 


12.10.    No Control;
No Fiduciary Responsibility. Nothing in any Loan Document and no action of Lender pursuant to any Loan Document shall
be deemed to constitute control of Borrowers by Lender, and Lender has no fiduciary, agency or similar duty of any kind to Borrowers.
In connection with all aspects of each transaction contemplated by any Loan Document, Borrowers acknowledge and agree that (i)
this credit facility and all related services by Lender or its Affiliates are arm’s-length commercial transactions between Borrowers
and such Person; and (ii) Borrowers are capable of evaluating, and understand and accept, the terms, risks and conditions of the
transactions contemplated by the Loan Documents.


 


12.11.    Waiver
of Confidentiality. Borrowers authorize Lender to discuss Borrowers’ financial affairs and business operations with
any accountants, auditors, business consultants, or other professional advisors employed by Borrower, and Borrower authorizes
such parties to disclose to Lender such financial and business information or reports (including management letters) concerning
Borrowers as Lender may request.


 


12.12.    Governing
Law.      UNLESS EXPRESSLY PROVIDED IN ANY LOAN DOCUMENT, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS
AND ALL CLAIMS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES
EXCEPT FEDERAL LAWS RELATING TO NATIONAL BANKS.


 


12.13.    Consent
to Forum.


 


12.13.1. Forum.      EACH BORROWER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE COURT SITTING IN NEW YORK
OR THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, IN ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING
RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING SHALL BE BROUGHT
BY IT SOLELY IN ANY SUCH COURT. EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT
IT MAY HAVE REGARDING ANY SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO
IRREVOCABLY AND



    	-43-



    	



    

  UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED
FOR NOTICES IN SECTION 12.3.1. A final judgment in any proceeding of any such court shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or any other manner provided by applicable law.


 


12.13.2. Other Jurisdictions. Nothing herein shall limit the right of Lender to bring proceedings against Borrowers in any
other court, nor limit the right of any party to serve process in any other manner permitted by applicable law. Nothing in this
Agreement shall be deemed to preclude enforcement by Lender of any judgment or order obtained in any forum or jurisdiction.


 


12.14.    Waivers
by Borrowers. To the fullest extent permitted by applicable law, each Borrower waives (a) the right to trial by jury (which
Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or
Collateral; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement,
extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held
by Lender on which a Borrower may in any way be liable, and hereby ratifies anything Lender may do in this regard; (c) notice
prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing
Lender to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against
Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct
or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto;
and (g) notice of acceptance hereof. Each Borrower acknowledges that the foregoing waivers are a material inducement to Lender
entering into this Agreement and that Lender is relying upon the foregoing in its dealings with Borrowers. Each Borrower has reviewed
the foregoing waivers and has knowingly and voluntarily waived its jury trial and other rights. In the event of litigation, this
Agreement may be filed as a written consent to a trial by the court.


 


12.15.     Patriot
Act Notice. Lender hereby notifies Borrowers that pursuant to the Patriot Act, Lender is required to obtain, verify and
record information that identifies Borrowers, including its legal name, address, tax ID number and other information that will
allow Lender to identify it in accordance with the Patriot Act. Lender will also require information regarding any personal guarantor
and may require information regarding Borrowers’ management and owners, such as legal name, address, social security number
and date of birth. Borrowers shall, promptly upon request, provide all documentation and other information as Lender may request
from time to time in order to comply with any obligations under “know your customer,” anti-money laundering or other
requirements of applicable law.


 


12.16.    NO ORAL
AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN
AGREEMENTS BETWEEN THE PARTIES.


 


[Signature Pages Follow]



    	-44-



    	



    
IN WITNESS WHEREOF,
this Agreement has been executed and delivered as of the date set forth above.


 

	 	LENDER:
	 	 
	 	BANK OF AMERICA, N.A.
	 	 
	 	By: 	 /s/ Komal Shah	 
	 	Name: Komal Shah	 
	 	Title: Assistant Vice President 
	 	Address:



	 	One Bryant Park
	 	New York, New York 10036
	 	Attn: 	Portfolio Manager
	 	Telecopy:	 	 


 


[Signatures continued on following page]


 


Signature Page to Loan and Security
Agreement


    	 



    	



    

	 	BORROWERS:
	 	 
	 	WIRELESS TELECOM GROUP, INC.
	 	 
	 	By: 	 /s/ Michael Kandell	 
	 	Name:  Michael Kandell	 
	 	Title: Chief Financial Officer 
	 	Address:


	 	25 Eastmans Road
	 	Parsippany, NJ 07054
	 	Attn: 	 	 	 
	 	Telecopy:	 	 


 


	 	BOONTON ELECTRONIC CORPORATION 
	 	 
	 	By:	 /s/ Michael Kandell	 
	 	Name:  Michael Kandell	 
	 	Title: Chief Financial Officer 
	 	Address:





	 	25 Eastmans Road
	 	Parsippany, NJ 07054
	 	Attn: 	 	 	 
	 	Telecopy:	 	 


 


	 	MICROLAB/FXR 
	 	 
	 	By:	 /s/ Michael Kandell	 
	 	Name:  Michael Kandell	 
	 	Title: Chief Financial Officer 
	 	Address:





	 	25 Eastmans Road
	 	Parsippany, NJ 07054
	 	Attn: 	 	 	 
	 	Telecopy:	 	 


 


Signature Page to Loan and Security
Agreement


    	 



    	



    
SCHEDULE
8.5


to


Loan and Security Agreement


 


DEPOSIT ACCOUNTS


 


	Depository Bank	Type of Account	Account Number
	JPMorgan Chase & Co.

270 Park Avenue

New York, NY 10017

+1 212 270 6000	Operating	957083386
	JPMorgan Chase & Co.

270 Park Avenue

New York, NY 10017

+1 212 270 6000	Operating	6057004388
	JPMorgan Chase & Co.

270 Park Avenue

New York, NY 10017

+1 212 270 6000	Operating	957088620
	Morgan Stanley & Co. LLC

1585 Broadway Avenue

New York, NY 10036

+1 212 761 4000	Money Market	427-566297-312




    	 



    	



    

SCHEDULE
8.6.1


to


Loan and Security Agreement


 


BUSINESS LOCATIONS


 


	1.	Each Borrower currently has the following business locations:
	 	 
	 	Chief Executive Office:
	 	 
	 	Wireless Telecom Group, Inc. d/b/a Noise Com, Inc.
	 	25 Eastmans Road
	 	Parsippany, NJ 07054
	 	 
	 	Boonton Electronics Corp.
	 	25 Eastmans Road
	 	Parsippany, NJ 07054
	 	 
	 	Microlab/FXR
	 	25 Eastmans Road
	 	Parsippany, NJ 07054
	 	 
	 	Other Locations:
	 	Wireless Telecom Group, Inc.
	 	Lambda Antenas S.L. 
	 	C/ Calabozos 13, nave3.
	 	28108 Alcobendas, Madrid
	 	 
	2.	Each Subsidiary currently has the following business locations:
	 	 
	 	Chief Executive Office:
	 	 
	 	Other Locations:
	 	 
	 	None.
	 	 
	3.	In the five years preceding the Closing Date, Borrower and Subsidiaries have had the following business locations in addition to those set forth above:
	 	 
	 	None
	 	 
	4.	The following bailees, warehouseman, similar parties and consignees hold inventory of a Borrower or Subsidiary:




    	 



    	



    

	 Name and Address of Party	Nature of

Relationship	Amount of Inventory	Owner of Inventory
	Lambda Warehouse	3rd party warehouse	$60K	Microlab
	Lambda Antenas S.L.

C/ Calabozos 13, nave3. 

28108 Alcobendas,

 Madrid 	 	 	 
	 	 	 	 
	 	 	 	 




    	-- 2 --



    	



    


SCHEDULE
9.1.4


to


Loan and Security Agreement


 


NAMES AND CAPITAL STRUCTURE


 


	1.	The corporate names, jurisdictions of incorporation, and authorized and issued Equity Interests of each Borrower and Subsidiary
are as follows:



 


	 Name	Jurisdiction	Number and Class

of Authorized Shares	Number and Class

of Issued Shares
	Wireless Telecom Group, Inc.	New Jersey	Preferred Stock 2,000,000

Common Stock 75,000,000	0 issued shares

29,769,224
	Boonton Electronic Corporation	New Jersey	200 	200
	Microlab/FXR	New Jersey	100,000 no par common stock	46,270
	 	 	 	 


 

	2.	The record holders of Equity Interests of each Borrower and Subsidiary are as follows:



 


	Name	Class of Stock	Number of Shares	Record Owner
	Wireless Telecom Group, Inc.	Preferred Stock

Common Stock	0

18,734,346	See cap table
	Boonton Electronic Corporation	Common Stock	200	Wireless Telecom Group, Inc.
	Microlab/FXR	Common Stock	46,720	Wireless Telecom Group, Inc. 
	 	 	 	 



 

	3.	All agreements binding on holders of Equity Interests of Borrower and Subsidiaries with respect to such interests are as follows:
	 	 
	 	Stock Option Plan
	 	 
	4.	In the five years preceding the Closing Date, no Borrower or Subsidiary has acquired any substantial assets from any other Person nor been the surviving entity in a merger or combination, except:
	 	 
	 	None.




    	 



    	



    

SCHEDULE
9.1.11


to


Loan and Security Agreement


 


PATENTS, TRADEMARKS, COPYRIGHTS AND
LICENSES


 


	1.	Borrower’s and Subsidiaries’ patents:



 


	Patent	Owner	Status in

Patent Office	Federal

Registration No.	Publication 

 Date 
	Broadband Non-Directional Tap Coupler	Wireless Telecom Group, Inc.	Registered	7,026,888	November 11, 2004
	Method And Apparatus For Continuous Processing Of An Electromagnetic Power Measurement	Wireless Telecom Group, Inc.	Application 

14/295,739	 	 
	Devices, Systems and Methods for Digitally Transporting Signals In GNSS Repeater Systems Using CPRI	Wireless Telecom Group, Inc.	Application 

62/444,223	 	 



 

	2.	Borrower’s and Subsidiaries’ trademarks: None.
	 	 
	3.	Borrower’s and Subsidiaries’ copyrights:
	 	 


	 Copyright	Owner	Status in

Copyright Office	Federal

Registration No.	Registration

 Date 
	Measure by countermeasure: a textbook on anti-eavesdropping	Microlab/FXR	 	TX0000575359	September 19, 1980
	 	 	 	 	 
	 	 	 	 	 


 

	4.	Borrower’s and Subsidiaries’ licenses (other than routine business licenses, authorizing them to transact business in local jurisdictions): [None]
	 	 


	Licensor	Description of License	Term of License	Royalties Payable
	 	 	 	 
	 	 	 	 
	 	 	 	 




    	 



    	



    

SCHEDULE
9.1.14


to


Loan and Security Agreement


 


ENVIRONMENTAL MATTERS


 


The New Jersey Department of Environmental
Protection (the “NJDEP”) conducted an investigation in 1982 concerning disposal at a facility previously leased by
the Company’s Boonton Electronic Corporation (“Boonton”) operations. The focus of the investigation involved
certain materials formerly used by Boonton’s manufacturing operations at that site and the possible effect of such disposal
on the aquifer underlying the property. The disposal practices and the use of the materials in question were discontinued in 1978.
The Company has cooperated with the NJDEP investigation and has been diligently pursuing the matter in an attempt to resolve it
in accordance with applicable NJDEP operating procedures. The above referenced activities were conducted by Boonton prior to our
acquisition of that entity in 2000.


 


In 1982, Boonton and the NJDEP agreed upon
a plan to correct ground water contamination at the site, located in the township of Parsippany-Troy Hills, pursuant to which wells
have been installed by Boonton. The plan contemplates that the wells will be operated and that soil and water samples will be taken
and analyzed until such time that contamination levels are satisfactory to the NJDEP. In 2014, the Company received approval for
a groundwater permit from the NJDEP to carry out the final Remedial Action Work Plan and report. Under the final phase of the Remedial
Action Work Plan, there will be limited and reduced monitoring and testing as long as concentrations at the site continue on a
decreasing trend.


The company is subject to on-going remediation
costs.



    	 



    	



    

SCHEDULE
9.1.15


to


Loan and Security Agreement


 


RESTRICTIVE AGREEMENTS


 


None.



    	 



    	



    

SCHEDULE
9.1.16


to


Loan and Security Agreement


 


LITIGATION


 


None.



    	 



    	



    

SCHEDULE
9.1.18


to


Loan and Security Agreement


 


PENSION PLAN DISCLOSURES


 


Profit Sharing Plan


 


Incentive Stock Option Plan and related agreement


 


Wireless Telecom Group, Inc. 2000 Stock Option Plan


 


2012 Incentive Compensation Plan of Wireless Telecom Group,
Inc. (the “2012 Plan”)


 


Officer Incentive Compensation Plan



    	 



    	



    

SCHEDULE
10.2.2


to


Loan and Security Agreement


 


EXISTING LIENS


 


UCC Financing Statement filing number 25689792 naming Wireless
Telecom Group, Inc. as debtor and US Bancorp as secured party.


 


UCC Financing Statement filing number 50564284 naming Wireless
Telecom Group, Inc., d/b/a Boonton Electronics, as debtor and Electro Rent Corporation as secured party.


 


UCC Financing Statement filing number 50712700 naming Wireless
Telecom Group, Inc. as debtor and PNC Equipment Finance, LLC as secured party.


 


UCC Financing Statement filing number 51414412 naming Wireless
Telecom Group, Inc., d/b/a Noisecom, Inc., as debtor and Electro Rent Corporation as secured party.


 


UCC Financing Statement filing number 51511412 naming Wireless
Telecom Group, Inc. as debtor and Electro Rent Corporation as secured party.


 


UCC Financing Statement filing number 51962441 naming Wireless
Telecom Group, Inc. as debtor and PNC Equipment Finance, LLC as secured party.



    	 



    	



    

SCHEDULE
10.2.14


to


Loan and Security Agreement


 


RESTRICTIVE AGREEMENTS


 


None.



    	 



    	



    

SCHEDULE
10.2.17


to


Loan and Security Agreement


 


EXISTING AFFILIATE TRANSACTIONS


 


None.