SECURITY AGREEMENT


 


Lightyear
Network Solutions, LLC ("Debtor"), for valuable consideration, receipt of which hereby is acknowledged, hereby
transfers, assigns and pledges to Central Bank of Jefferson County, Inc. ("Secured Party"), and grants
to Secured Party a security interest in, the following collateral, wherever located, now existing and hereafter arising or coming
into existence (the "Collateral") (check all that apply):


 


		1.	x All
of Debtor's accounts ("Accounts"), which term includes Debtor's accounts, receivables, health care insurance receivables,
contract rights, contracts, notes, drafts, acceptances, winnings in a lottery or other game of chance operated, sponsored, or authorized
by a state or other governmental subdivision, bills, acceptances, choses in action, and other forms of monetary obligations at
any time owing to Debtor;
	 	 	 



		2.	x All
of Debtor's inventory ("Inventory"), which term includes all goods, merchandise and other personal property, which
are held for sale or lease or are furnished or to be furnished under a contract of service and/or raw materials, parts, finished
goods, work in process and materials used or consumed or to be used or consumed in Debtor's business or in the processing, packaging,
shipping or advertising thereof;
	 	 	 



		3.	x All
of Debtor's equipment and fixtures ("Equipment"), which term includes all of Debtor's machinery, parts, tools,
fixtures, furniture, and accessories, together with all attachments, additions and accessions thereto, and added and substituted
parts, equipment and repairs now or hereafter placed upon such property, whether because of necessary repairs or otherwise;
	 	 	 



		4.	x
                                                                                                                                   All
                                                                                                                                   of
                                                                                                                                   Debtor's
                                                                                                                                   intellectual
                                                                                                                                   property,
                                                                                                                                   contract
                                                                                                                                   rights
                                                                                                                                   and
                                                                                                                                   other
                                                                                                                                   general
                                                                                                                                   intangibles
                                                                                                                                   ("General
                                                                                                                                   Intangibles"),
                                                                                                                                   including
                                                                                                                                   but
                                                                                                                                   not
                                                                                                                                   limited
                                                                                                                                   to
                                                                                                                                   (i)
                                                                                                                                   all
                                                                                                                                   contracts,
                                                                                                                                   (ii)
                                                                                                                                   all
                                                                                                                                   judgments,
                                                                                                                                   patents,
                                                                                                                                   trademarks,
                                                                                                                                   trade
                                                                                                                                   or
                                                                                                                                   business
                                                                                                                                   names,
                                                                                                                                   service
                                                                                                                                   marks,
                                                                                                                                   logos,
                                                                                                                                   copyrights,
                                                                                                                                   trade
                                                                                                                                   secrets,
                                                                                                                                   plans,
                                                                                                                                   blueprints,
                                                                                                                                   licenses,
                                                                                                                                   permits,
                                                                                                                                   tax
                                                                                                                                   or
                                                                                                                                   other
                                                                                                                                   refunds,
                                                                                                                                   software,
                                                                                                                                   programs,
                                                                                                                                   inventions,
                                                                                                                                   business
                                                                                                                                   or
                                                                                                                                   technical
                                                                                                                                   data,
                                                                                                                                   processes,
                                                                                                                                   mailing
                                                                                                                                   and
                                                                                                                                   customer
                                                                                                                                   lists,
                                                                                                                                   books
                                                                                                                                   and
                                                                                                                                   records,
                                                                                                                                   and
                                                                                                                                   goodwill,
                                                                                                                                   (iii)
                                                                                                                                   payment
                                                                                                                                   intangibles,
                                                                                                                                   (iv)
                                                                                                                                   all
                                                                                                                                   rights,
                                                                                                                                   applications,
                                                                                                                                   continuations,
                                                                                                                                   renewals,
                                                                                                                                   substitutions,
                                                                                                                                   improvements,
                                                                                                                                   modifications
                                                                                                                                   and
                                                                                                                                   extensions
                                                                                                                                   in
                                                                                                                                   any
                                                                                                                                   manner
                                                                                                                                   related
                                                                                                                                   thereto,
                                                                                                                                   and
                                                                                                                                   (v)
                                                                                                                                   all
                                                                                                                                   proceeds
                                                                                                                                   and
                                                                                                                                   products
                                                                                                                                   thereof,
                                                                                                                                   including
                                                                                                                                   but
                                                                                                                                   not
                                                                                                                                   limited
                                                                                                                                   to
                                                                                                                                   all
                                                                                                                                   license
                                                                                                                                   royalties,
                                                                                                                                   payments
                                                                                                                                   made
                                                                                                                                   under
                                                                                                                                   insurance
                                                                                                                                   policies,
                                                                                                                                   and
                                                                                                                                   proceeds
                                                                                                                                   of
                                                                                                                                   infringement
                                                                                                                                   suits
                                                                                                                                   and
                                                                                                                                   any
                                                                                                                                   other
                                                                                                                                   suits;
	 	 	 



		5.	x All
of Debtor's chattel paper, including tangible chattel paper, electronic chattel paper, or any hybrid thereof ("Chattel
Paper");
	 	 	 



		6.	x All
of Debtor's investment property, including all securities, security entitlements, securities accounts, commodity contracts, and
commodity accounts of or maintained for the benefit of Debtor, but excluding any investment property that was previously subject
to pledge agreement given to secure the obligations of Debtor to a third party and of which Secured Party has notice in writing
prior to the execution of this Agreement ("Investment Property");
	 	 	 



 






    	 



    	 



    
  



		7.	x All
of Debtor's instruments, including all promissory notes ("Instruments");
	 	 	 



		8.	x
All of Debtor's documents, including warehouse receipts, bills
of lading and other documents of title ("Documents");
	 	 	 



		9.	 ̈
                                                                                                                                  All
                                                                                                                                  of
                                                                                                                                  Debtor's
                                                                                                                                  rights
                                                                                                                                  to
                                                                                                                                  payment
                                                                                                                                  or
                                                                                                                                  performance
                                                                                                                                  under
                                                                                                                                  letters
                                                                                                                                  of
                                                                                                                                  credit
                                                                                                                                  including
                                                                                                                                  rights
                                                                                                                                  to
                                                                                                                                  proceeds
                                                                                                                                  of
                                                                                                                                  letters
                                                                                                                                  of
                                                                                                                                  credit
                                                                                                                                  ("Letter
                                                                                                                                  of
                                                                                                                                  Credit
                                                                                                                                  Rights"),
                                                                                                                                  and
                                                                                                                                  all
                                                                                                                                  guaranties,
                                                                                                                                  endorsements,
                                                                                                                                  liens,
                                                                                                                                  other
                                                                                                                                  contingent
                                                                                                                                  obligations
                                                                                                                                  or
                                                                                                                                  supporting
                                                                                                                                  obligations
                                                                                                                                  of
                                                                                                                                  any
                                                                                                                                  person
                                                                                                                                  securing
                                                                                                                                  or
                                                                                                                                  supporting
                                                                                                                                  the
                                                                                                                                  payment,
                                                                                                                                  performance,
                                                                                                                                  value
                                                                                                                                  or
                                                                                                                                  liquidation
                                                                                                                                  of
                                                                                                                                  any
                                                                                                                                  of
                                                                                                                                  the
                                                                                                                                  foregoing
                                                                                                                                  (collectively,
                                                                                                                                  with
                                                                                                                                  the
                                                                                                                                  Letter
                                                                                                                                  of
                                                                                                                                  Credit
                                                                                                                                  Rights,
                                                                                                                                  the
                                                                                                                                  "Supporting
                                                                                                                                  Obligations");
	 	 	 










		10.	 ̈
                                                                                                                                                     The
                                                                                                                                                     Debtor's
                                                                                                                                                     commercial
                                                                                                                                                     tort
                                                                                                                                                     claim
                                                                                                                                                     described
                                                                                                                                                     as
                                                                                                                                                     follows:
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                        ,
                                                                                                                                                     as
                                                                                                                                                     the
                                                                                                                                                     same
                                                                                                                                                     may
                                                                                                                                                     be
                                                                                                                                                     supplemented
                                                                                                                                                     from
                                                                                                                                                     time
                                                                                                                                                     to
                                                                                                                                                     time
                                                                                                                                                     ("Commercial
                                                                                                                                                     Tort
                                                                                                                                                     Claims");



 


		11.	 ̈ The
                                                                                                                                   Debtor's motor vehicles or other property for which a certificate of title has been issued by a state government, which are
                                                                                                                                   more fully described as follows (individually and collectively, the "Motor Vehicles"):



 


	Make	Model	VIN


 


		12.	x All
moneys, credits and other property of any nature whatsoever of Debtor now or hereafter in the possession of, in transit to or from,
under the custody or control of, or on deposit with (whether held by Debtor individually or jointly with another) Secured Party,
including but not limited to cash collateral accounts; and
	 	 	 



		13.	x The
proceeds (including insurance proceeds) and products of the foregoing in whatever form the same may be, 



for the purpose of securing
the payment to Secured Party of all of the following ("Obligations"): all loans, advances, debts, liabilities, obligations,
covenants and duties owing to Secured Party from Debtor of any kind or nature, present or future, whether or not evidenced by any
note, guaranty or other instrument, including but not limited to those arising under: (i) the Commercial Note given by Debtor to
Secured Party dated 12/19/12 (the "Note"), and all of the documents executed in connection therewith, and (ii)
under any other agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension
of credit, opening of a letter of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including
those acquired by assignment, participation, purchase, negotiation, discount or otherwise), absolute or contingent, joint or several,
due or to become due, now existing or hereafter arising and whether or not contemplated by Debtor or Secured Party on the date
hereof; and, as to all of the foregoing, including any amendments, modifications, or superceding documents to each of the foregoing;
and all charges, expenses, fees, including but not limited to reasonable attorneys' fees, and any other sums chargeable to Debtor
under any of the Obligations. This Agreement is in addition to any previous assignments or pledges, and such previous assignments
and pledges remain in full force and effect.



  



    	 



    	 



    







 


In the event that no boxes are
checked above, Debtor will be deemed to have granted Secured Party a lien of items 1-9 inclusive and 12 and 13.


 


Debtor further warrants to and agrees
with Secured Party as follows:


 


		1.	Preservation of Collateral. Debtor will keep the Collateral in good order and repair
at all times, will use same with reasonable care and caution, will not part with possession or ownership thereof nor lease or hire
out the Collateral without the written consent of Secured Party, and will exhibit the Collateral to Secured Party upon demand.
Debtor will promptly notify Secured Party of any Joss or damage to the Collateral. Debtor will not use, or permit the Collateral
to be used, in violation of any federal, state, county or municipal law or regulation or for any unlawful purpose whatsoever.
	 	 	 



		2.	Execution of Appropriate Documentation with Respect
to Collateral.



 


		2.1	With respect to any and all of the Collateral, Debtor agrees to do and cause to be done all things
necessary or appropriate to perfect, maintain the priority of and keep in full force and effect the security interest granted by
Debtor to Secured Party, including, but not limited to, the prompt payment upon demand therefor by Secured Party of all fees and
expenses (including documentary stamp, excise or intangibles taxes) incurred in connection with the preparation, delivery, or filing
of any document or the taking of any action deemed necessary or appropriate by Secured Party to perfect, protect, or enforce a
security interest in any of the Collateral for the benefit of Secured Party, subject only to the liens to which Secured Party has
specifically consented in writing (the "Permitted Liens"). All amounts not so paid when due will be added to the Obligations
and (in addition to other rights and remedies resulting from such non-payment) will bear interest from the date of demand until
paid in full at the Default Rate. Debtor also authorizes Secured Party to file one or more financing statements, as deemed necessary
or desirable by Secured Party (including but not limited to any correction statements as set forth more fully in UCC Section 9-518),
which financing statements lists or otherwise describes the Collateral as consisting of all of Debtor's assets or words to that
effect, regardless of the actual description of the Collateral set forth in this Agreement. Debtor hereby ratifies any filing by
Secured Party that predates the date of this Agreement but that was intended to perfect the security interest granted hereby.
	 	 	 



		2.2	In addition to the foregoing and not in limitation thereof, to the extent that Debtor has granted
Secured Party a lien on any of the following types of Collateral, then Debtor agrees to furnish Secured Party with properly executed
control agreements, registrar's certificates, issuer acknowledgements of Secured Party's interest in the Letter of Credit Rights,
and evidence of the placement of a restrictive legend on tangible chattel paper (and the tangible components of electronic Chattel
Paper), and will take all appropriate action acceptable to Secured Party sufficient to establish Secured Party's control of electronic
Chattel Paper (and the electronic components of hybrid Chattel Paper), as appropriate, with respect to Collateral in which either
(i) a security interest can be perfected only by control or such restrictive legending, or (ii) a security interest perfected by
control or accompanied by such restrictive legending will have priority as against a lien creditor, a purchaser of such Collateral
from Debtor, or a security interest perfected by any person not having control or not accompanied by such restrictive legending,
in each case in form and substance acceptable to Secured Party and sufficient under applicable law so that Secured Party will have
a security interest in all such Collateral perfected by control.



 






    	 



    	 



    
  



		2.3	In addition to the foregoing and not in limitation thereof, Debtor agrees to deliver to
                                                                        Secured Party, or, if Secured Party has specifically consented in each instance, to an agent or bailee of Secured Party who
                                                                        has acknowledged such status in a properly executed control agreement, possession of all Collateral with respect to which
                                                                        either a security interest can be perfected only by possession or a security interest perfected by possession will have
                                                                        priority as against persons not having possession, and including in the case of Instruments, Documents, and Investment
                                                                        Property in the form of certificated securities, duly executed endorsements or stock powers in blank, as the case may be, all
                                                                        in form and substance acceptable to Secured Party, and subject only to Permitted Liens.
	 	 	 



		3.	Insurance. To the extent that Debtor has granted Secured Party a lien on either Inventory
or Equipment, or both, hereunder, Debtor will keep its insurable real and personal property insured with responsible insurance
companies against loss or damage by fire, windstorm and other hazards which are commonly insured against in an extended coverage
endorsement in an amount equal to not less than 90% of the insurable value thereof on a replacement cost basis and also maintain
public liability insurance in a reasonable amount. In addition, Debtor will maintain extended liability insurance covering its
operations of at least $1,000,000 and in a form and with companies reasonably satisfactory to Secured Party. Notwithstanding the
foregoing, such property insurance will at all times be in an amount so that Debtor will not be deemed a "co-insurer"
under any co-insurance provisions of such policies. All such insurance policies will name Secured Party as an additional insured
and, where applicable, as lender's loss payee under a loss payable endorsement satisfactory to Secured Party. All such policies
will be in form and substance satisfactory to Secured Party and will provide that ten (10) days' prior written notice must be given
to Secured Party before such policy is altered or cancelled. Schedules of all insurance of Debtor will be submitted to Secured
Party upon request. Such schedules will contain a description of the risks covered, the amounts of insurance carried on each risk,
the name of the insurer and the cost of such insurance to Debtor. Debtor will provide new schedules to Secured Party promptly to
reflect any change in insurance coverage. Debtor will deliver to Secured Party certificates representing such insurance policies
upon the execution hereof. All amounts payable in settlement of insurance losses may be applied, at Secured Party's option, to
the Obligations, or used to repair, replace or restore the Collateral.



 






    	 



    	 



    
 



		4.	Payment of Expenses by Secured Party.
At its option, Secured Party may discharge taxes, liens, security interests or such other encumbrances as may attach to the Collateral,
may pay for required insurance on the Collateral and may pay for the maintenance and preservation of the Collateral, as determined
by Secured Party to be necessary, and such expenditures will become a part of the Obligations. Debtor will reimburse Secured Party
on demand for any payment so made or any expense incurred by Secured Party pursuant to the foregoing authorization, and the Collateral
also will secure any advances or payments so made or expenses so incurred by Secured Party.
	 	 	 



		5.	Information. Debtor will furnish to Secured Party from time to time if and as requested
current lists of the Collateral, and, to the extent that it constitutes Collateral hereunder, including names and addresses of
account debtors and agings of Accounts; will continue to make on the books of Debtor appropriate entries evidencing the assignment
of book accounts to Secured Party and will mark Chattel Paper and Instruments to evidence the assignment thereof to Secured Party;
and, if and when requested by Secured Party from time to time, will furnish to it copies of all purchase orders, inventory lists,
billings, shipping orders, correspondence and other instruments or writings in any way evidencing or relating to the Collateral
or the proceeds thereof. Secured Party and its designated representatives and agents will have the right at all reasonable times
to examine, inspect, and audit the Collateral wherever located.
	 	 	 



		6.	Sale of Inventory. To the extent that Inventory is a part of the Collateral granted
hereunder, at any time prior to the occurrence of an Event of Default (as defined below), Debtor will have the right to process
and sell the Inventory in the regular course of its business at customary prices (but in no event may Debtor transfer any Inventory
in satisfaction of any debt).
	 	 	 



		7.	Receipt of Payment; Set off. Upon the occurrence of an Event of Default and in the
event that Debtor receives payment of or proceeds from any of the Collateral, including without limitation and to the extent that
it is included as Collateral hereunder, Accounts, monies, checks, notes, drafts, or any other items of payment, Debtor agrees that
Debtor will deliver to Secured Party the same in the form received by Debtor without commingling with any funds belonging to Debtor,
and promptly will deposit the same in a special collateral account with Secured Party. Upon the occurrence of an Event of Default,
Debtor authorizes Secured Party at any time without notice to appropriate and apply any balances, credits, deposits or accounts
or money of Debtor (held individually or with others) in its possession, custody or control or the possession, custody or control
of any Secured Party Affiliate to the payment of the Obligations, all of which may at all times be held and treated as additional
Collateral.
	 	 	 



		8.	Notification of Third Party Debtors.
Secured Party at any time after the occurrence of an Event
of Default, and without notice to Debtor, may notify any persons who are indebted to Debtor with respect to any of the Collateral
of the assignment thereof to Secured Party and may direct such account debtors to make payment directly to Secured Party of the amounts due. At the request of Secured Party after the occurrence of an Event of Default, Debtor will direct any persons who are indebted to Debtor with respect to any of the Collateral to make payment directly to Secured Party. Secured Party is authorized to give receipts to such account debtors for any such payments and the account debtors will be protected in making such payments to Secured Party. 






 



    	 



    	 



    



 








		9.	Representations,
                                                                                                                                  Warranties
                                                                                                                                  and
                                                                                                                                  Covenants.
                                                                                                                                  Debtor
                                                                                                                                  represents,
                                                                                                                                  warrants
                                                                                                                                  and
                                                                                                                                  covenants
                                                                                                                                  to
                                                                                                                                  Secured
                                                                                                                                  Party
                                                                                                                                  that,
                                                                                                                                  except
                                                                                                                                  for
                                                                                                                                  any
                                                                                                                                  Permitted
                                                                                                                                  Liens,
                                                                                                                                  as
                                                                                                                                  such
                                                                                                                                  liens
                                                                                                                                  are
                                                                                                                                  set
                                                                                                                                  forth
                                                                                                                                  on
                                                                                                                                  the
                                                                                                                                  attached
                                                                                                                                  Exhibit
                                                                                                                                  A,
                                                                                                                                  which
                                                                                                                                  is
                                                                                                                                  incorporated
                                                                                                                                  by
                                                                                                                                  reference
                                                                                                                                  as
                                                                                                                                  if
                                                                                                                                  fully
                                                                                                                                  set
                                                                                                                                  forth
                                                                                                                                  herein
                                                                                                                                  and
                                                                                                                                  as
                                                                                                                                  such
                                                                                                                                  term
                                                                                                                                  is
                                                                                                                                  defined
                                                                                                                                  in
                                                                                                                                  any
                                                                                                                                  of
                                                                                                                                  the
                                                                                                                                  documents
                                                                                                                                  executed
                                                                                                                                  in
                                                                                                                                  connection
                                                                                                                                  with
                                                                                                                                  the
                                                                                                                                  Obligations:
                                                                                                                                  (a)
                                                                                                                                  Debtor
                                                                                                                                  has
                                                                                                                                  not
                                                                                                                                  made
                                                                                                                                  any
                                                                                                                                  prior
                                                                                                                                  sale,
                                                                                                                                  pledge,
                                                                                                                                  encumbrance,
                                                                                                                                  assignment
                                                                                                                                  or
                                                                                                                                  other
                                                                                                                                  disposition
                                                                                                                                  of
                                                                                                                                  any
                                                                                                                                  of
                                                                                                                                  the
                                                                                                                                  Collateral
                                                                                                                                  and
                                                                                                                                  the
                                                                                                                                  same
                                                                                                                                  is
                                                                                                                                  free
                                                                                                                                  from
                                                                                                                                  all
                                                                                                                                  encumbrances
                                                                                                                                  and
                                                                                                                                  rights
                                                                                                                                  of
                                                                                                                                  set
                                                                                                                                  off
                                                                                                                                  of
                                                                                                                                  any
                                                                                                                                  kind,
                                                                                                                                  and
                                                                                                                                  Debtor
                                                                                                                                  has
                                                                                                                                  not
                                                                                                                                  authorized
                                                                                                                                  or
                                                                                                                                  executed
                                                                                                                                  any
                                                                                                                                  other
                                                                                                                                  action
                                                                                                                                  or
                                                                                                                                  record
                                                                                                                                  that
                                                                                                                                  would
                                                                                                                                  have
                                                                                                                                  given
                                                                                                                                  any
                                                                                                                                  other
                                                                                                                                  person
                                                                                                                                  any
                                                                                                                                  right
                                                                                                                                  to
                                                                                                                                  any
                                                                                                                                  of
                                                                                                                                  the
                                                                                                                                  Collateral;
                                                                                                                                  (b)
                                                                                                                                  except
                                                                                                                                  as
                                                                                                                                  herein
                                                                                                                                  provided,
                                                                                                                                  Debtor
                                                                                                                                  will
                                                                                                                                  not
                                                                                                                                  hereafter
                                                                                                                                  without
                                                                                                                                  the
                                                                                                                                  prior
                                                                                                                                  written
                                                                                                                                  consent
                                                                                                                                  of
                                                                                                                                  Secured
                                                                                                                                  Party
                                                                                                                                  sell,
                                                                                                                                  pledge,
                                                                                                                                  encumber,
                                                                                                                                  assign
                                                                                                                                  or
                                                                                                                                  otherwise
                                                                                                                                  dispose
                                                                                                                                  of
                                                                                                                                  any
                                                                                                                                  of
                                                                                                                                  the
                                                                                                                                  Collateral
                                                                                                                                  or
                                                                                                                                  permit
                                                                                                                                  any
                                                                                                                                  right
                                                                                                                                  of
                                                                                                                                  set
                                                                                                                                  off,
                                                                                                                                  lien
                                                                                                                                  or
                                                                                                                                  security
                                                                                                                                  interest
                                                                                                                                  to
                                                                                                                                  exist
                                                                                                                                  thereon
                                                                                                                                  except
                                                                                                                                  to
                                                                                                                                  Secured
                                                                                                                                  Party;
                                                                                                                                  (c)
                                                                                                                                  Debtor
                                                                                                                                  will
                                                                                                                                  defend
                                                                                                                                  the
                                                                                                                                  Collateral
                                                                                                                                  against
                                                                                                                                  all
                                                                                                                                  claims
                                                                                                                                  and
                                                                                                                                  demands
                                                                                                                                  of
                                                                                                                                  all
                                                                                                                                  persons
                                                                                                                                  at
                                                                                                                                  any
                                                                                                                                  time
                                                                                                                                  claiming
                                                                                                                                  the
                                                                                                                                  same
                                                                                                                                  or
                                                                                                                                  any
                                                                                                                                  interest
                                                                                                                                  therein;
                                                                                                                                  (d)
                                                                                                                                  to
                                                                                                                                  the
                                                                                                                                  extent
                                                                                                                                  that
                                                                                                                                  Debtor
                                                                                                                                  has
                                                                                                                                  granted
                                                                                                                                  Secured
                                                                                                                                  Party
                                                                                                                                  a
                                                                                                                                  lien
                                                                                                                                  thereon,
                                                                                                                                  each
                                                                                                                                  General
                                                                                                                                  Intangible
                                                                                                                                  is
                                                                                                                                  genuine
                                                                                                                                  and
                                                                                                                                  enforceable
                                                                                                                                  in
                                                                                                                                  accordance
                                                                                                                                  with
                                                                                                                                  its
                                                                                                                                  terms
                                                                                                                                  and
                                                                                                                                  Debtor
                                                                                                                                  will
                                                                                                                                  defend
                                                                                                                                  the
                                                                                                                                  same
                                                                                                                                  against
                                                                                                                                  all
                                                                                                                                  claims,
                                                                                                                                  demands,
                                                                                                                                  set
                                                                                                                                  offs
                                                                                                                                  and
                                                                                                                                  counterclaims
                                                                                                                                  at
                                                                                                                                  any
                                                                                                                                  time
                                                                                                                                  asserted;
                                                                                                                                  (e)
                                                                                                                                  to
                                                                                                                                  the
                                                                                                                                  extent
                                                                                                                                  that
                                                                                                                                  Debtor
                                                                                                                                  has
                                                                                                                                  granted
                                                                                                                                  Secured
                                                                                                                                  Party
                                                                                                                                  a
                                                                                                                                  lien
                                                                                                                                  thereon,
                                                                                                                                  at
                                                                                                                                  the
                                                                                                                                  time
                                                                                                                                  any
                                                                                                                                  Account
                                                                                                                                  becomes
                                                                                                                                  subject
                                                                                                                                  to
                                                                                                                                  this
                                                                                                                                  Agreement,
                                                                                                                                  such
                                                                                                                                  Account
                                                                                                                                  will
                                                                                                                                  be
                                                                                                                                  what
                                                                                                                                  it
                                                                                                                                  purports
                                                                                                                                  to
                                                                                                                                  be
                                                                                                                                  and
                                                                                                                                  a
                                                                                                                                  good
                                                                                                                                  and
                                                                                                                                  valid
                                                                                                                                  account
                                                                                                                                  representing
                                                                                                                                  a
                                                                                                                                  bona
                                                                                                                                  fide
                                                                                                                                  sale
                                                                                                                                  of
                                                                                                                                  goods
                                                                                                                                  or
                                                                                                                                  services
                                                                                                                                  by
                                                                                                                                  Debtor
                                                                                                                                  and
                                                                                                                                  such
                                                                                                                                  goods
                                                                                                                                  will
                                                                                                                                  have
                                                                                                                                  been
                                                                                                                                  shipped
                                                                                                                                  to
                                                                                                                                  the
                                                                                                                                  respective
                                                                                                                                  account
                                                                                                                                  debtors
                                                                                                                                  or
                                                                                                                                  the
                                                                                                                                  services
                                                                                                                                  will
                                                                                                                                  have
                                                                                                                                  been
                                                                                                                                  performed
                                                                                                                                  for
                                                                                                                                  the
                                                                                                                                  respective
                                                                                                                                  account
                                                                                                                                  debtors,
                                                                                                                                  and
                                                                                                                                  no
                                                                                                                                  Account
                                                                                                                                  will
                                                                                                                                  be
                                                                                                                                  subject
                                                                                                                                  to
                                                                                                                                  any
                                                                                                                                  claim
                                                                                                                                  for
                                                                                                                                  credit,
                                                                                                                                  allowance
                                                                                                                                  or
                                                                                                                                  adjustment
                                                                                                                                  by
                                                                                                                                  any
                                                                                                                                  account
                                                                                                                                  debtor
                                                                                                                                  or
                                                                                                                                  any
                                                                                                                                  set
                                                                                                                                  off,
                                                                                                                                  defense
                                                                                                                                  or
                                                                                                                                  counterclaim;
                                                                                                                                  and
                                                                                                                                  (f)
                                                                                                                                  Debtor
                                                                                                                                  is
                                                                                                                                  not
                                                                                                                                  involved
                                                                                                                                  in
                                                                                                                                  any
                                                                                                                                  consignment
                                                                                                                                  arrangement
                                                                                                                                  with
                                                                                                                                  regard
                                                                                                                                  to
                                                                                                                                  any
                                                                                                                                  of
                                                                                                                                  the
                                                                                                                                  Collateral.
	 	 	 



		10.	Receivers. Upon or at any time after the occurrence of an Event of Default, Secured
Party may request the appointment of a receiver of the Collateral, and Debtor expressly consents to the appointment of such a receiver,
who will be entitled to a reasonable fee for so managing the Collateral. Such appointment may be made without notice, and without
regard to (i) the solvency or insolvency, at the time of application for such receiver, of the person or persons, if any, liable
for the payment of the Obligations; and (ii) the value of the Collateral at such time. Such receiver will have the power to take
possession, control, and care of the Collateral and to collect all accounts resulting therefrom. Notwithstanding the appointment
of any receiver, trustee, or other custodian, Secured Party will be entitled to the possession and control of any cash, or other
instruments at the time held by, or payable or deliverable under the terms of this Agreement to Secured Party.





 






    	 



    	 



    
 





		11.	Place of Business.
                                                                   Debtor's state of formation is Kentucky, and Debtor
                                                                   will not change its state of formation. Debtor's exact legal
                                                                   name is Lightyear Network Solutions, LLC. Debtor (a)
                                                                   now keeps and will continue to keep the Collateral at its principal
                                                                   place of business, which is 1901 Eastpoint Parkway, Louisville,
                                                                   Kentucky 40223; and Debtor now keeps and will continue to keep
                                                                   its books and records concerning the Collateral at its principal
                                                                   place of business shown above and (b) represents that it has
                                                                   no other place of business other than the following:                        .


 




In the
five years preceding the date hereof, Debtor has not conducted business under any name other than its current name nor
maintained any place of business or any assets in any jurisdiction other than the following:______________________________________________________________________________________________


______________________________________________________________________________________________________


_________________________.


 


		12.	Debtor's Consent. Debtor consents, with respect to any of the Collateral, to all
extensions or postponements of time of payment thereof or any other indulgences in connection therewith, to the acceptance of partial
payments thereon and to the settlement, compromise and adjustment thereof, all in such manner and at such time or times as Secured
Party deems advisable.
	 	 	 



		13.	Default.



 


		13.1	Upon the occurrence of any of the following (herein referred to as an "Event of Default"):
(i) any Event of Default (as defined in any of the documents evidencing the Obligations), or (ii) any default under any of such
documents that do not have a defined set of "Events of Default," (iii) any representation or warranty made by Debtor
to Secured Party in this Agreement is false or erroneous in any material respect, or (iv) the failure of Debtor to observe or perform
any covenant or other agreement with Secured Party under this Agreement, Secured Party may exercise any one or more of the rights
and remedies granted pursuant to this Agreement or given to a secured party under applicable law, as it may be amended from time
to time, including but not limited to the right to take possession and sell, lease or otherwise dispose of the Collateral and,
at its option, operate, use or exercise any rights of ownership pertaining to the Collateral as the Secured Party deems necessary
to preserve the value and receive the benefits of the Collateral and notifying all persons subject to a control agreement who may
otherwise have possession or control of any of the Collateral and taking possession of any such Collateral. Upon the occurrence
of an Event of Default, Secured Party may. so far as Debtor can give authority therefor, enter upon any premises on which the Collateral
or any part thereof may be situated and take possession of and remove the same therefrom and gives permission to Secured Party
to conduct a sale of any or all of the Collateral, which sale may be conducted on any real property owned by Debtor without charge
or interference by Debtor. Secured Party may require Debtor to make the Collateral available to Secured Party at a place to be
designated by Secured Party that is reasonably convenient to both parties. Debtor waives all claims for damages by reason of any
seizure, repossession, retention, use, or sale of the Collateral under the terms of this Agreement.



 






    	 



    	 



    
  



		13.2	The net proceeds arising from the disposition of the Collateral after deducting expenses incurred
by Secured Party will be applied to the Obligations in the order determined by Secured Party. If any excess remains after the discharge
of all of the Obligations, the same will be paid to Debtor. If after exhausting all of the Collateral, there should be a deficiency,
Debtor will be liable therefor to Secured Party, provided, however, that nothing contained herein will obligate Secured Party to
proceed against the Collateral prior to making a claim against Debtor or any other party obligated under the Obligations or prior
to proceeding against any other collateral for the Obligations.
	 	 	 



		13.3	Whenever notice is required by law to be sent by Secured Party to Debtor of any sale or other disposition
of the Collateral, ten days written notice sent in accordance with the requirements of the applicable section of the Uniform Commercial
Code to Debtor at the address specified below, or at such other address as Debtor may furnish Secured Party in writing from time
to time for this purpose, will be reasonable.



 


		14.	Rights of Secured Party; Power of Attorney.
Debtor hereby irrevocably constitutes and appoints Secured
Party and any officer thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power
and authority in the place and stead of Debtor or in its name, from time to time in Secured Party's discretion, for the purpose
of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments
which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing,
Debtor hereby gives Secured Party the power and right, on behalf of Debtor, after an Event of Default, and without notice to or
assent by Debtor, to do the following:
	 	 	 



		14.1	to receive payment of, endorse, and receipt for, any and all monies, claims and other amounts due
and to become due at any time in respect of or arising out of the Collateral;
	 	 	 



		14.2	to commence and prosecute any suits, actions or proceedings at law or in equity in any court of
competent jurisdiction to collect any of the Collateral and to enforce any other right in respect of the Collateral;
	 	 	 



		14.3	to settle, compromise or adjust any suit, action or proceeding described above, and, in connection
therewith, to give such discharges or releases as Secured Party may deem appropriate; and
	 	 	 



		14.4	generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with
any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to
do, at Secured Party's option, at any time, or from time to time, all acts and things which Secured Party deems necessary to protect
or preserve the Collateral and Secured Party's security interest and rights therein in order to effect the intent of this Agreement,
all as fully and effectively as Debtor might do.



 






    	 



    	 



    



 


Debtor hereby
ratifies all that such attorneys in fact may lawfully do or cause to be done by virtue hereof. This power of attorney is a power
coupled with an interest, will be irrevocable and will terminate only upon payment in full of the Obligations and the termination
of this Agreement. The powers conferred upon Secured Party hereunder are solely to protect Secured Party's interests in the Collateral
and will not impose any duty upon it to exercise any such powers. Secured Party will have no obligation to preserve any rights
of any third parties in the Collateral. Secured Party will be accountable only for amounts that it actually receives as a result
of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents will be responsible to Debtor
for any action taken or omitted to be taken in good faith or in reliance on the advice of counsel except for its own gross negligence
or willful misconduct.


 


		15.	General.



 


		15.1	Waiver. No
                                                                          delay or omission on the part of Secured Party to exercise
                                                                          any right or power arising from any Event of Default
                                                                          will impair any such right or power or be considered
                                                                          a waiver of any such right or power or a waiver of any
                                                                          such Event of Default or an acquiescence therein nor
                                                                          will the action or non-action of Secured Party in case
                                                                          of such Event of Default impair any right or power arising
                                                                          as a result thereof or affect any subsequent default
                                                                          or any other default of the same or a different nature.
	 	 	 



		15.2	Notices. All
                                                                          notices, demands, requests, consents or approvals and
                                                                          other communications required or permitted hereunder
                                                                          will be in writing, and, to the extent required by applicable
                                                                          law, will comply with the requirements of the Uniform
                                                                          Commercial Code then in effect, and will be addressed
                                                                          to such party at the address set forth below or to such
                                                                          other address as any party may give to the other in
                                                                          writing for such purpose:



  


	 	To Secured Party:	Central Bank of Jefferson County, Inc.
	 	 	9300 Shelbyville Rd. Suite 100
	 	 	Louisville, KY 40222
	 	 	Attn: Mary Littrell, Vice President
	 	 	 
	 	To Debtor:	Lightyear Network Solutions, LLC
	 	 	1901 Eastpoint Parkway
	 	 	Louisville, Kentucky   40223


 


All such communications, if
personally delivered, will be conclusively deemed to have been received by a party hereto and to be effective when so delivered;
if given by mail, on the fourth business day after such communication is deposited in the mail with first-class postage prepaid,
return receipt requested; or if sent by overnight courier service, on the day after deposit thereof with such service; or if sent
by certified or registered mail, on the third business day after the day on which deposited in the mail.


  



    	 



    	 



    



  


		15.3	Successors and
                                                                          Assigns. This Agreement will be binding upon
                                                                          and inure to the benefit of Debtor and Secured Party
                                                                          and their respective successors and assigns, provided,
                                                                          however, that Debtor may not assign this Agreement in
                                                                          whole or in part without the prior written consent of
                                                                          Secured Party and Secured Party at any time may assign
                                                                          this Agreement in whole or in part. All references herein
                                                                          to the "Debtor" and "Secured Party"
                                                                          will be deemed to apply to Debtor and Secured Party
                                                                          and their respective heirs, administrators, successors
                                                                          and assigns.
	 	 	 



		15.4	Modifications. No modification or waiver of any provision of this Agreement nor consent
to any departure by Debtor therefrom, will be established by conduct, custom or course of dealing; and no modification, waiver
or consent will in any event be effective unless the same is in writing and specifically refers to this Agreement, and then such
waiver or consent will be effective only in the specific instance and for the purpose for which given. No notice to or demand on
Debtor in any case will entitle Debtor to any other or further notice or demand in the same, similar or other circumstance.
	 	 	 



		15.5	Appraisal. From time to time, but in any event no more often than once each calendar
year, Secured Parry may require a reappraisal of the market value of Equipment and/or Inventory to the extent that it comprises
Collateral hereunder, which appraisal will be paid for by Debtor. Such appraisal will be in form and content satisfactory to Secured
Party and be performed by an independent, certified appraiser selected by Secured Party.
	 	 	 



		15.6	Joint and Several
                                                                          Obligations. If this Agreement is executed by
                                                                          more than one person or entity as the "Debtor,"
                                                                          the obligations of such persons or entities hereunder
                                                                          will be joint and several. Unless otherwise specified
                                                                          herein, any reference to "Debtor" will mean
                                                                          each such person or entity executing this Agreement
                                                                          individually and all of such persons or entities collectively.
	 	 	 



		15.7	Illegality. If fulfillment of any provision hereof or any transaction related hereto
or of any provision of this Agreement, at the time performance of such provision is due, involves transcending the limit of validity
prescribed by law, then ipso facto, the obligation to be fulfilled will be reduced to the limit of such validity; and if
any clause or provisions herein contained other than the provisions hereof pertaining to repayment of the Obligations operates
or would prospectively operate to invalidate this Agreement in whole or in part, then such clause or provision only will be void,
as though not herein contained, and the remainder of this Agreement will remain operative and in full force and effect.
	 	 	 



		15.8	Continuing Agreement.  This
                                                                          is a continuing Agreement and will continue in effect
                                                                          even though all or any part of the Obligations have
                                                                          been paid in full and even though for a period of time
                                                                          Debtor may not be indebted to Secured Party.



 











    	 



    	 



    
  



		15.9	Gender, etc. Whenever used
herein, the singular number will include the plural, the plural the singular and the use of the masculine, feminine or neuter gender
will include all genders.
	 	 	 



		15.10	Headings. The headings in this Agreement are for convenience only and will not limit
or otherwise affect any of the terms hereof.
	 	 	 



		15.11	Liability of Secured Party.
Debtor hereby agrees that Secured Party will not be chargeable for any negligence, mistake, act or omission of any employee, accountant,
examiner, agent or attorney employed by Secured Party (except for their willful misconduct) in making examinations, investigations
or collections, or otherwise in perfecting, maintaining, protecting or realizing upon any lien or security interest or any other
interest in the Collateral or other security for the Obligations.
	 	 	 



		15.12	Counterparts. This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all of which
taken together will constitute one and the same agreement. Any party so executing this Agreement by facsimile transmission shall
promptly deliver a manually executed counterpart, provided that any failure to do so shall not affect the validity of the counterpart
executed by facsimile transmission.
	 	 	 



		15.13	Definitions. Capitalized terms used herein and not otherwise defined will be given
the definitions set forth in the Uniform Commercial Code in force and effect in the State indicated in the Governing Law section
of this Agreement.
	 	 	 



		15.14	Governing Law. This Agreement has been delivered and accepted at and will be deemed
to have been made at Louisville, Kentucky and will be interpreted and the rights and liabilities of the parties hereto determined
in accordance with the laws of the Commonwealth of Kentucky, without regard to conflicts of law principles.
	 	 	 



		15.15	Jurisdiction. Debtor hereby irrevocably agrees and submits to the exclusive jurisdiction
of any state or federal court located within Jefferson County, Kentucky; provided that nothing contained in this Agreement will
prevent Secured Party from bringing any action, enforcing any award or judgment or exercising any rights against Debtor individually,
against any security or against any property of Debtor within any other county, state, or other foreign or domestic jurisdiction.
Secured Party and Debtor agree that the venue provided above is the most convenient forum for both Secured Party and Debtor. Debtor
waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement.
	 	 	 



		15.16	Waiver
                                                                                                                                           of
                                                                                                                                           Jury
                                                                                                                                           Trial.
                                                                                                                                           THE
                                                                                                                                           PARTIES
                                                                                                                                           HERETO
                                                                                                                                           EACH
                                                                                                                                           WAIVE
                                                                                                                                           ANY
                                                                                                                                           RIGHT
                                                                                                                                           TO
                                                                                                                                           TRIAL
                                                                                                                                           BY
                                                                                                                                           JURY
                                                                                                                                           IN
                                                                                                                                           ANY
                                                                                                                                           ACTION
                                                                                                                                           OR
                                                                                                                                           PROCEEDING
                                                                                                                                           RELATING
                                                                                                                                           TO
                                                                                                                                           THIS
                                                                                                                                           AGREEMENT,
                                                                                                                                           ANY
                                                                                                                                           DOCUMENTS
                                                                                                                                           EXECUTED
                                                                                                                                           IN
                                                                                                                                           CONNECTION
                                                                                                                                           WITH
                                                                                                                                           THIS
                                                                                                                                           AGREEMENT,
                                                                                                                                           OR
                                                                                                                                           ANY
                                                                                                                                           TRANSACTION
                                                                                                                                           CONTEMPLATED
                                                                                                                                           IN
                                                                                                                                           ANY
                                                                                                                                           OF
                                                                                                                                           SUCH
                                                                                                                                           DOCUMENTS.
                                                                                                                                           DEBTOR
                                                                                                                                           AND
                                                                                                                                           SECURED
                                                                                                                                           PARTY
                                                                                                                                           ACKNOWLEDGE
                                                                                                                                           THAT
                                                                                                                                           THE
                                                                                                                                           FOREGOING
                                                                                                                                           WAIVER
                                                                                                                                           IS
                                                                                                                                           KNOWING
                                                                                                                                           AND
                                                                                                                                           VOLUNTARY.



  



    	 



    	 



    



 


			Debtor acknowledges that Debtor has read and understood
all the provisions of this Agreement, including the waiver of jury trial, and has been advised by counsel as necessary or appropriate.



 


Dated as of 12/19/12, and Debtor expressly
acknowledges and agrees that Exhibit A is incorporated by reference as if fully set forth herein.


 


	 	Lightyear Network Solutions, LLC
	 	 
	 	/s/ Steve Lochmueller
	 	BY: Lightyear Network Solutions, Inc., Member
	 	BY: Steve Lochmuller, CEO
	 	 
	 	SECURED PARTY:
	 	 
	 	Central Bank of Jefferson County, Inc.
	 	 
	 	/s/ Mary Littrell
	 	Mary Littrell, Vice President


  



    	 



    	 



    



  


EXHIBIT A


 


"Permitted Liens" will mean:


 


		(i)	liens securing the payment of taxes, either not yet due or the validity of which is being contested
in good faith by appropriate proceedings, and as to which it has set aside on its books adequate reserves to the extent required
by generally accepted accounting principles;



 


		(ii)	deposits under workers' compensation, unemployment insurance and social security laws, or to secure
the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or to secure statutory
obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds in the ordinary course of business;



 


		(iii)	liens imposed by law, such as carriers' warehousemen's or mechanics' liens, incurred by it in good
faith in the ordinary course of business, and liens arising out of a judgment or award against it with respect to which it will
currently be prosecuting an appeal, a stay of execution pending such appeal having been secured;



 


		(iv)	liens in favor of Secured Party; and attachment, judgment, and similar liens provided that execution
is effectively stayed pending a good faith contest.