Exhibit
10.2


 


FIRST
Amendment 


to


SECOND
AMENDED AND RESTATED 


Loan
and security agreement 


 


This
First Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered
into this 3rd day of November, 2015 by and among (a) SILICON VALLEY BANK (“Bank”) and (b) NUMEREX
CORP., a Pennsylvania corporation (“Numerex”), CELLEMETRY LLC, a Delaware limited liability company
(“Cellemetry”), CELLEMETRY SERVICES, LLC, a Georgia limited liability company (“Services”),
NUMEREX GOVERNMENT SERVICES LLC, a Georgia limited liability company (“Government Services”), NUMEREX
SOLUTIONS, LLC, a Delaware limited liability company (“Solutions”), ORBIT ONE COMMUNICATIONS, LLC,
a Georgia limited liability company (“Orbit”), UBLIP, INC., a Georgia corporation (“uBlip”),
UPLINK SECURITY, LLC, a Georgia limited liability company (“Uplink”), and OMNILINK SYSTEMS, INC.,
a Delaware corporation (“Omnilink”) (hereinafter, Numerex, Cellemetry, Services, Government Services, Solutions,
Orbit, uBlip, Uplink, and Omnilink are jointly and severally, individually and collectively, referred to as “Borrower”).


 


Recitals


 


A.          Bank
and Borrower have entered into that certain Second Amended and Restated Loan and Security Agreement dated as of May 5, 2014, as
amended by that certain Joinder Agreement by and between Borrower and Bank dated as of June 24, 2014 (as the same may from time
to time be further amended, modified, supplemented or restated, the “Loan Agreement”).


 


B.          Bank
has extended credit to Borrower for the purposes permitted in the Loan Agreement.


 


C.          Borrower
has requested that Bank amend the Loan Agreement to (i) revise certain financial covenants, (ii) waive an existing Event of Default,
and (iii) make certain other revisions to the Loan Agreement as more fully set forth herein.


 


D.          Bank
has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject
to the conditions and in reliance upon the representations and warranties set forth below.


 


Agreement


 


Now,
Therefore, in consideration of the foregoing recitals and other
good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:


 


1.          Borrower
acknowledges, confirms and agrees that no additional Advances shall be made under the Loan Agreement until the occurrence of the
Reporting Event.


 


2.          Definitions.
Capitalized terms used but not defined in this Amendment shall
have the meanings given to them in the Loan Agreement.


 






    	 



    	 



    




 


3.           Amendments
to Loan Agreement.


 


3.1          Section
6.2(a) (Monthly Financial Statements). Section 6.2(a) is amended in its entirety and replaced with the following:


 


(a)          Monthly
Financial Statements. As soon as available, but no later than thirty (30) days after the last day of each month, a company
prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified
by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”);


 


3.2          Section
6.2(b) (Compliance Certificate). Section 6.2(b) is amended in its entirety and replaced with the following:


 


(b)          Compliance
Certificate. (i) Together with the Monthly Financial Statements, but in any case within thirty (30) days after the last day
of each month, (ii) together with the Quarterly Financial Statements, but in any case within forty-five (45) days after the end
of each of the first three (3) fiscal quarters of each fiscal year, and (iii) together with the Annual Audited Financial Statements,
but in any case within ninety (90) days after Borrower’s fiscal year end, a duly completed Compliance Certificate signed
by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and
conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this
Agreement and such other information as Bank shall reasonably request;


 


3.3          Section
6.2(f) (Quarterly Financial Statements). The Loan Agreement is amended by inserting the following new provision to appear
as Section 6.2(f) thereof:


 


(f)          Quarterly
Financial Statements. As soon as available, but no later than forty-five days (45) days after the end of each of the first
three (3) fiscal quarters of each fiscal year, a company prepared balance sheet and income statement covering Borrower’s
consolidated operations for such quarter certified by a Responsible Officer and in a form acceptable to Bank (the “Quarterly
Financial Statements”). 


 


3.4          Section
6.7(a) (Liquidity Ratio). Section 6.7(a) is amended in its entirety and replaced with the following:


 


(a)          Liquidity
Ratio. Commencing with the month ending September 30, 2015, and as of the last day of each month thereafter, a Liquidity Ratio
of at least 1.00 to 1.00


 






    	 



    	 



    

 


3.5          Section
13.1 (Definitions). The definition of “LIBOR Rate Margin” is amended by inserting the following sentence to appear
at the end thereof:


 


Notwithstanding
anything to the foregoing, LIBOR Credit Extensions shall accrue interest at a rate per annum equal to the then-applicable
LIBOR Rate, plus 3.25%, until the occurrence of the Reporting Event. 


 


3.6          Section
13.1 (Definitions). The definition of “Prime Rate Margin” is amended by inserting the following sentence to appear
at the end thereof:


 


Notwithstanding
anything to the foregoing, Prime Rate Credit Extensions shall accrue interest at a rate per annum equal to the then-applicable
Prime Rate, plus 2.25%, until the occurrence of the Reporting Event. 


 


3.7          Section
13.1 (Definitions).          The following new terms and their respective definitions are inserted to appear alphabetically in Section
13.1 (Definitions):


 


“First
Amendment Effective Date” is November 3, 2015. 


 


“Liquidity
Ratio” means, as of the last day of any period, the ratio of (a) (i) Borrower’s consolidated unrestricted cash
and Cash Equivalents plus (ii) sixty percent (60.0%) of net billed accounts receivable, determined in accordance with GAAP, to
(b) all outstanding Obligations of Borrower to Bank.


 


“Monthly
Financial Statements” is defined in Section 6.2(a). 


 


“Quarterly
Financial Statements” is defined in Section 6.2(f). 


 


“Reporting
Event” means confirmation by Bank, in its sole and absolute discretion, that Borrower has delivered to Bank, Annual
Audited Financial Statements for Borrower’s fiscal year ending December 31, 2015. 


 


3.8          Exhibit
B (Compliance Certificate). Exhibit B is amended in its entirety and replaced with the Exhibit B
attached hereto in the form of Schedule 1.


 


4.           Operating
Budget. Notwithstanding the terms and conditions of Section
6.2(d) of the Loan Agreement, as soon as available, but in any event on or before December 1, 2015, Borrower shall deliver to
Bank the Board-approved operating budget for Borrower’s 2016 fiscal year, including, but not limited to, profit and loss
statements, balance sheets and statements of cash flow.


 


5.           Limitation
of Amendments.


 


5.1          The
amendments set forth in Section 3 above are effective for the purposes set forth herein and shall be limited precisely as
written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition
of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under
or in connection with any Loan Document.


 






    	 



    	 



    




 


5.2          This
Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed
and shall remain in full force and effect.


 


6.           Waiver.
Bank hereby waives Borrower’s existing default under the
Loan Agreement by virtue of Borrower’s failure to comply with the Fixed Charge Coverage Ratio financial covenant set forth
in Section 6.7(c) thereof as of the quarter ended September 30, 2015. Bank’s waiver of Borrower’s compliance of said
financial covenant shall apply only to the foregoing specific period. Borrower hereby acknowledges and agrees that except as specifically
provided herein, nothing in this Section or anywhere in this Amendment shall be deemed or otherwise construed as a waiver by Bank
of any of its rights and remedies pursuant to the Loan Documents, applicable law or otherwise.


 


7.           Representations
and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:


 


7.1          Immediately
after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate
and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to
an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is
continuing;


 


7.2          Borrower
has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as
amended by this Amendment;


 


7.3          The
organizational documents of Numerex, Cellemetry, Services, Government Services, Solutions, Orbit, uBlip, and Uplink delivered
to Bank on April 25, 2011 remain true, accurate and complete and have not been amended, supplemented or restated and are and continue
to be in full force and effect. The organizational documents of Omnilink delivered to Bank on June 10, 2014 remain true, accurate
and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;


 


7.4          The
execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement,
as amended by this Amendment, have been duly authorized;


 


7.5          The
execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement,
as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower,
(b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or
other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents
of Borrower;


 


7.6          The
execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement,
as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing,
recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding
on Borrower, except as already has been obtained or made; and


 






    	 



    	 



    




 


7.7          This
Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower
in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation,
moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.


 


8.           Ratification
of Perfection Certificates. Numerex hereby ratifies, confirms
and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of May 5, 2014
between Numerex and Bank, and acknowledges, confirms and agrees the disclosures and information Numerex provided to Bank in said
Perfection Certificate have not changed, as of the date hereof. Cellemetry hereby ratifies, confirms and reaffirms, all
and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of May 5, 2014 between Cellemetry
and Bank, and acknowledges, confirms and agrees the disclosures and information Cellemetry provided to Bank in said Perfection
Certificate have not changed, as of the date hereof. Services hereby ratifies, confirms and reaffirms, all and singular,
the terms and disclosures contained in a certain Perfection Certificate dated as of May 5, 2014 between Services and Bank, and
acknowledges, confirms and agrees the disclosures and information Services provided to Bank in said Perfection Certificate have
not changed, as of the date hereof. Government Services hereby ratifies, confirms and reaffirms, all and singular, the
terms and disclosures contained in a certain Perfection Certificate dated as of May 5, 2014 between Government Services and Bank,
and acknowledges, confirms and agrees the disclosures and information Government Services provided to Bank in said Perfection
Certificate have not changed, as of the date hereof. Solutions hereby ratifies, confirms and reaffirms, all and singular, the
terms and disclosures contained in a certain Perfection Certificate dated as of May 5, 2014 between Solutions and Bank, and acknowledges,
confirms and agrees the disclosures and information Solutions provided to Bank in said Perfection Certificate have not changed,
as of the date hereof. Orbit hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in
a certain Perfection Certificate dated as of May 5, 2014 between Orbit and Bank, and acknowledges, confirms and agrees the disclosures
and information Orbit provided to Bank in said Perfection Certificate have not changed, as of the date hereof. uBlip hereby ratifies,
confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of
May 5, 2014 between uBlip and Bank, and acknowledges, confirms and agrees the disclosures and information uBlip provided to Bank
in said Perfection Certificate have not changed, as of the date hereof. Uplink hereby ratifies, confirms and reaffirms, all and
singular, the terms and disclosures contained in a certain Perfection Certificate dated as of May 5, 2014 between Uplink and Bank,
and acknowledges, confirms and agrees the disclosures and information Uplink provided to Bank in said Perfection Certificate have
not changed, as of the date hereof. Omnilink hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures
contained in a certain Perfection Certificate dated as of June 24, 2014 between Omnilink and Bank, and acknowledges, confirms
and agrees the disclosures and information Omnilink provided to Bank in said Perfection Certificate have not changed, as of the
date hereof.


 






    	 



    	 



    

 


9.            No
Defenses of Borrower. Borrower hereby acknowledges and agrees
that Borrower has no offsets, defenses, claims, or counterclaims against Bank with respect to the Obligations, or otherwise, and
that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against Bank, whether known or unknown,
at law or in equity, all of them are hereby expressly WAIVED and Borrower hereby RELEASES Bank from any liability thereunder.


 


10.         
Integration.
This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations
or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the
subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.


 


11.          Counterparts.
This Amendment may be executed in any number of counterparts
and all of such counterparts taken together shall be deemed to constitute one and the same instrument.


 


12.          Effectiveness.
This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto,
and (b) Borrower’s payment of (i) a modification fee in an amount equal to Twenty Five Thousand Two Hundred Eighty
Six and 89/100 Dollars ($25,286.89), and (ii) Bank’s legal fees and expenses incurred in connection with this Amendment.


 


[Signature
page follows.]


 




    	 



    	 



    

 


In
Witness Whereof, the parties hereto have caused this Amendment
to be duly executed and delivered as of the date first written above.  





	 	 	 	 	 
	BANK	 	BORROWER
	 	 	 
	SILICON VALLEY BANK	 	NUMEREX CORP.
	 	 	 
	 	 	By: 	/s/ Stratton Nicolaides
	By: 	/s/ Russell Follansbee	 	Name: 	Stratton Nicolaides
	Name: 	Russell Follansbee	 	Title: 	Chairman
	Title: 	Vice President	 	 




	 	 	 	 	 
	 	 	 	CELLEMETRY, LLC
	 	 	By: 	/s/ Stratton Nicolaides
	 	 	 	Name: 	Stratton Nicolaides
	 	 	 	Title: 	President




	 	 	 	 	 
	 	 	 	CELLEMETRY SERVICES, LLC
	 	 	By: 	/s/ Stratton Nicolaides
	 	 	 	Name: 	Stratton Nicolaides
	 	 	 	Title: 	President




	 	 	 	 	 
	 	 	 	NUMEREX GOVERNMENT SERVICES, LLC
	 	 	By: 	/s/ Stratton Nicolaides
	 	 	 	Name: 	Stratton Nicolaides
	 	 	 	Title: 	President




	 	 	 	 	 
	 	 	 	NUMEREX SOLUTIONS, LLC
	 	 	By: 	/s/ Stratton Nicolaides
	 	 	 	Name: 	Stratton Nicolaides
	 	 	 	Title: 	President



 



    	 



    	 



    
 


	 	 	 	 	 
	 	 	 	ORBIT ONE COMMUNICATIONS, LLC
	 	 	By: 	/s/ Stratton Nicolaides
	 	 	 	Name: 	Stratton Nicolaides
	 	 	 	Title: 	President




	 	 	 	 	 
	 	 	 	UBLIP, INC.
	 	 	By: 	/s/ Stratton Nicolaides
	 	 	 	Name: 	Stratton Nicolaides
	 	 	 	Title: 	President




	 	 	 	 	 
	 	 	 	UPLINK SECURITY, LLC
	 	 	By: 	/s/ Stratton Nicolaides
	 	 	 	Name: 	Stratton Nicolaides
	 	 	 	Title: 	President




	 	 	 	 	 
	 	 	 	OMNILINK SYSTEMS, INC.
	 	 	By: 	/s/ Stratton Nicolaides
	 	 	 	Name: 	Stratton Nicolaides
	 	 	 	Title: 	President


  



    	 



    	 



    

 




Schedule
1


 





EXHIBIT
B


 








COMPLIANCE
CERTIFICATE





 





	TO:     SILICON
VALLEY BANK	Date: ___________________
	FROM:
  NUMEREX CORP.	 



 


The
undersigned authorized officer of Numerex Corp. (“Borrower”) certifies that under the terms and conditions of the
Second Amended and Restated Loan and Security Agreement among Borrower and certain subsidiaries of Borrower, and Bank dated as
of May 5, 2014, as amended (the “Agreement”):


 


(1) Borrower
is in complete compliance for the period ending _______________ with all required covenants except as noted below; (2) there
are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects
on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations
and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such
date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has
timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise
permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against
Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided
written notification to Bank.


 


Attached
are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with
GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned
acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with
any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized
terms used but not otherwise defined herein shall have the meanings given them in the Agreement.


 


	Please
    indicate compliance status by circling Yes/No under “Complies” column.
	 
	Reporting
    Covenant	Required	Complies
	 	 	 
	Monthly
    Financial Statements + CC	Monthly
    within 30 days 	Yes   No
	Quarterly
    Financial Statements + CC	Quarterly
    within 45 days for the first 3 quarters of each FY	Yes   No
	Annual
    financial statement (CPA Audited) + CC	FYE
    within 90 days	Yes   No
	Compliance
    Certificate	Monthly
    within 30 days, quarterly within 45 days for the first 3 quarters of each FY, and FYE within 90 days	Yes   No
	Board
    approved Operating Budget	FYE
    within 45 days	Yes   No
	10-Q,
    10-K and 8-K	Within
    5 days after filing with SEC	Yes   No



 






    	 



    	 



    

 


	  

        The
        following Intellectual Property was registered (or a registration application submitted) after the 2014 Effective Date
        (if no registrations, state “None”)

        

        _____________________________________________________________________________________________________________________

        

        _____________________________________________________________________________________________________________________

        

         

	 




 


	Financial
    Covenant	Required	Actual	Complies
	 	 	 	 
	 	 	 	 
	Leverage
    Ratio (Quarterly)	*	_____:1.00	Yes   No  N/A
	Minimum
    Fixed Charge Coverage Ratio (Quarterly)	1.25:1.00	_____:1.00	Yes   No  N/A
	Liquidity
    Ratio (Monthly)	1.00:1.00	_____:1.00	Yes  No  N/A




 


	Performance
    Pricing 	 
	 	LIBOR
    Advance	Primate
    Rate 

Advance	Applies
	Leverage
    Ratio < 1.00	LIBOR
    plus 2.25%	Prime
    plus 1.25%	Yes   No
	Leverage
    Ratio > 1.00 but less than 2.00	LIBOR
    plus 2.75%	Prime
    plus 1.75%	Yes  No
	Leverage
    Ratio > 2.00	LIBOR
    plus 3.25%	Prime
    plus 2.25%	Yes  No


 


*As
set forth in Section 6.7(b) of the Agreement.


 


The
following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the
date of this Certificate.


  


The
following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)


 


---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


 






    	 



    	 



    




 


	NUMEREX
CORP., as agent 

         

        By:  
 _____________________________

        

        Name:
____________________________

        Title:
  ____________________________

        

         

         

         
	BANK
USE ONLY 

         

        Received
by: _____________________ 

        authorized
signer

         

        Date:
        _________________________

         

        Verified:
        ________________________

        

        authorized
        signer

         

        Date:
        _________________________

         

        Compliance
        Status:   Yes    No

         



 


    	 



    	 



    
 


Schedule
1 to Compliance Certificate


 





Financial
Covenants of Borrower


 


In
the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern.


 


Dated:____________________


 


I.              Liquidity
Ratio (Section 6.7(a)) 


 


		   Required:	Commencing
                                         with the month ending September 30, 2015, and as of the last day of each month thereafter,
                                         a Liquidity Ratio of at least 1.00 to 1.00.
	 	 	 
	 	  Actual:	_____:1.00



 


	A.	Consolidated
    unrestricted cash and Cash Equivalents	$______

         

	B.	Net
    billed accounts receivable, determined in accordance with GAAP	$______

                                                                                                                              

	C.	Sixty
    percent (60.0%) of line B	$______

         

	D.	Line
    A plus line C	$______

                                                                                                                              

	E.	All
    outstanding Obligations of Borrower to Bank	$______
	F.	Line
    D divided by line E	______ 

         



  


Is line
F equal to or greater than 1.00?





 



	 	________ No, not in compliance	________ Yes, in compliance



 


II.             Leverage
Ratio (Section 6.7(b)):


 


		  Required:	(i)
                                         Commencing with the calendar quarter ending June 30, 2014, and as of the last day of
                                         each calendar quarter thereafter, through and including the calendar quarter ending March
                                         31, 2015, a Leverage Ratio of not more than 3.0:1.0, (ii) commencing with the calendar
                                         quarter ending June 30, 2015, and as of the last day of each calendar quarter thereafter,
                                         through and including the calendar quarter ending March 31, 2016, a Leverage Ratio of
                                         not more than 2.75:1.0, and (iii) commencing with the calendar quarter ending June 30,
                                         2016, and as of the last day of each calendar quarter thereafter, a Leverage Ratio of
                                         not more than 2.25:1.0, in each case to be tested as of the last day of each calendar
                                         quarter.
	 	 	 
	 	  Actual:	_____:1.00



 


	A.	The
    aggregate principal amount of all Indebtedness of Borrower (including without limitation, the aggregate principal and interest
    payments due or to become due under capital leases and seller notes), determined on a consolidated basis in accordance with
    GAAP	$______



         

	B.	Adjusted
    EBITDA, measured on a trailing twelve (12) month period	$______


	C.	Leverage
    Ratio (line A divided by line B)	______
         
    


 






    	 



    	 



    

 


Is line
C equal to or less than the amount applicable above?





 



	 	________ No, not in compliance	________    Yes, in compliance



 






III.           Fixed
Charge Coverage Ratio (Section 6.7(c))


 


		   Required:	Commencing
                                         with the calendar quarter ending June 30, 2014, and as of the last day of each calendar
                                         quarter thereafter, a ratio of (i) Adjusted EBITDA, less unfunded capital expenditures,
                                         less capitalized software development costs, less cash dividends, and less cash taxes,
                                         each for the consecutive four (4) quarters ending on the date of determination, to (ii)
                                         Fixed Charges, of at least: (x) for each calendar quarter through and including the calendar
                                         quarter ending March 31, 2015, 1.10 to 1.0, and (y) for the calendar quarter ending June
                                         30, 2015, and for each calendar quarter thereafter, 1.25:1.0, in each case to be tested
                                         as of the last day of each calendar quarter.
	 	 	 
	 	   Actual:	_____:1.00



 


	A.	Adjusted
    EBITDA, less (i) unfunded capital expenditures, capitalized software development costs, and cash taxes	$______

	B.	(a)
    With respect to the last day of the calendar quarter ending June 30, 2014, the amount that is equal to four (4) times the
    sum of (i) Interest Expense, plus (ii) scheduled payments of principal and lease payments, on all Indebtedness of the Borrower
    and its Subsidiaries, including without limitation, in each case, with respect to capital leases and seller notes, for the
    calendar quarter ending on such date of determination, (b) with respect to the last day of the calendar quarter ending September
    30, 2014, the amount that is equal to two (2) times the sum of (i) Interest Expense, plus (ii) scheduled payments of principal
    and lease payments, on all Indebtedness of the Borrower and its Subsidiaries, including without limitation, in each case,
    with respect to capital leases and seller notes, for the two (2) consecutive calendar quarters ending on such date of determination,
    (c) with respect to the last day of the calendar quarter ending December 31, 2014, the amount that is equal to one and three-tenths
    of one (1.3) times the sum of (i) Interest Expense, plus (ii) scheduled payments of principal and lease payments, on all Indebtedness
    of the Borrower and its Subsidiaries, including without limitation, in each case, with respect to capital leases and seller
    notes, for the three (3) consecutive calendar quarters ending on such date of determination, and (d) with respect to the last
    day of the calendar quarter ending March 31, 2015, and with respect to the last day of each calendar quarter thereafter, the
    amount that is equal to the sum of (i) Interest Expense, plus (ii) scheduled payments of principal and lease payments, on
    all Indebtedness of the Borrower and its Subsidiaries, including without limitation, in each case, with respect to capital
    leases and seller notes, for the consecutive four (4) quarters ending on the date of determination	$______

         

         

         

	C.	Fixed
    Charges Coverage Ratio (line A divided by line B)	______

         



 






    	 



    	 



    

 


 


Is line
C equal to or greater than the amount applicable above?


 



	 	________ No, not in compliance	________    Yes, in compliance



 


1899550.2