EXHIBIT 10.16


EXECUTION VERSION


 


 


AGREEMENT REGARDING LOAN ASSIGNMENT
AND RELATED MATTERS

[Horizon Credit II LLC]


 


THIS AGREEMENT REGARDING LOAN ASSIGNMENT
AND RELATED MATTERS (“Agreement”) is entered into as of November 4, 2013 (the “Effective Date”),
by and among (i) HORIZON CREDIT II LLC, a Delaware limited liability company (“Borrower”), (ii) WELLS FARGO
CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), as agent (in such capacity, “Resigning
Agent”) and as sole “Lender” (in such capacity, “Selling Lender”) under the Loan Agreement
(as defined below), and (vi) KEY EQUIPMENT FINANCE INC., a Michigan corporation (“Key”) as successor Agent under
the Loan Agreement (in such capacity, “Successor Agent”) and as purchaser of Selling Lender’s interests
under the Loan Agreement (in such capacity, the “Purchasing Lender”), with reference to the following:


 


RECITALS


 


A.           Borrower, Resigning Agent and Selling
Lender are parties to that certain Loan and Security Agreement dated as of July 14, 2011, as amended to date (the “Loan
Agreement”), pursuant to which Resigning Agent and Selling Lender provided financial accommodations to or for the direct
and indirect benefit of Borrower upon the terms and conditions contained therein. Unless otherwise defined herein, capitalized
terms or matters of construction defined or established in the Loan Agreement shall be applied herein as defined or established
therein.


 


B.           Purchasing Lender desires to acquire
from Selling Lender, and Selling Lender desires to sell to Purchasing Lender, all of Selling Lender’s rights and obligations
in its capacity as Lender under the Loan Agreement and the other Loan Documents, and in connection and concurrent therewith, among
other things, (i) Resigning Agent intends to resign from its position as “Agent” under the Loan Agreement and the other
Loan Documents and (ii) Purchasing Lender intends to appoint Successor Agent as the successor “Agent” under the Loan
Agreement and the other Loan Documents.


 


C.           The parties hereto are entering into
this Agreement to set forth their agreements with respect to the foregoing and certain other matters as more fully set forth herein,
in all cases subject to the terms and conditions hereof.


 


AGREEMENT


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged:


 


1.           Assignment of Loan.


 


(a)           In consideration of Purchasing
Lender’s payment to Selling Lender and Resigning Agent of the amounts set forth on Schedule 1 to this Agreement (collectively,
the “Purchase Price Amount”), Selling Lender hereby sells and assigns to Purchasing Lender, and Purchasing
Lender hereby purchases and assumes from Selling Lender, Selling Lender’s rights and obligations in its capacity as Lender
under the Loan Agreement and the other Loan Documents, which consist of 100% of the existing Advances and Commitments under the
Loan Agreement. For the avoidance of doubt, this includes the Commitment of WFCF as the Swing Line Lender. The transaction described
in this Section 1(a) will be referred to as the “Loan Assignment,” and the rights and obligations so
assigned shall be referred to as the “Assigned Interest.”


 




    	 



    	 



    

 


(b)           By its execution hereof,
Borrower expressly consents to the Loan Assignment. Resigning Agent and Successor Agent confirm that the assignment fee in the
amount of $XXXX required to be paid under Section 14.1(a) of the Loan Agreement has been waived in connection with the Loan
Assignment.


 


(c)           As of the Effective Date,
(i) Purchasing Lender shall be a party to the Loan Agreement and have the rights and obligations of a Lender under the Loan Agreement
and (ii) Selling Lender shall relinquish its rights (except those surviving the termination of the Commitments and payment
in full of the Obligations and those that are preserved hereunder) and be released from its obligations under the Loan Documents.


 


2.           Resignation of Resigning Agent.
Notwithstanding the method of resignation of the “Agent” under the Loan Agreement that is set forth in Section 16.9
of the Loan Agreement, WFCF hereby resigns as “Agent” under the Loan Agreement effective as of the effectiveness of
this Agreement, and the parties hereto consent to such resignation.


 


3.           Appointment of Successor Agent;
Certain Matters Regarding Security Interests and Letters of Loan.


 


(a)           Notwithstanding the method
of appointment of a successor Agent that is set forth in Section 16.9 of the Loan Agreement, effective immediately upon
the effectiveness of this Agreement, (i) Purchasing Lender, as holder of 100% of the Advances and Commitments, hereby appoints
Key as Successor Agent, (ii) Key hereby accepts such appointment and assumes all of the obligations and duties of “Agent”
under the Loan Agreement and the other Loan Documents and (iii) Borrower hereby consents to such appointment. In furtherance of
the foregoing, Purchasing Lender authorizes Successor Agent to take such action as administrative agent on its behalf and to exercise
such powers under the Loan Documents as are delegated to “Agent” by the terms thereof, together with such powers as
are reasonably incidental thereto.


 


(b)           By virtue of the resignation
of Resigning Agent and the appointment of Successor Agent, all parties hereto acknowledge that (i) Successor Agent has succeeded
to, and is hereby vested with, all of the rights, powers, privileges, duties and interests of Resigning Agent under any Loan Documents
in its capacity as “Agent” (collectively, the “Agency Rights”), including with respect to all of
Resigning Agent’s rights and interests as a secured party with respect to any Collateral pledged to it pursuant to any Loan
Documents and as the holder of any Liens therein (provided, that the Fee Letter between Resigning Agent and Borrower shall
be deemed terminated upon the Effective Date, and Successor Agent shall not succeed to Resigning Agent’s rights under the
Fee Letter), (ii) each reference to “Agent” in the Loan Agreement and any of the other Loan Documents shall be deemed
to be a reference to Successor Agent, in its capacity as “Agent” thereunder, and (iii) WFCF is hereby discharged from
its duties and obligations as “Agent” under the Loan Agreement and the other Loan Documents as of the effectiveness
of this Agreement.


 


(c)           In connection with the
foregoing, Resigning Agent hereby agrees to take all steps reasonably requested by Successor Agent to assist Successor Agent in
its efforts to become the successor secured party with respect to all Liens currently existing in favor of Resigning Agent, without
any interruption in the perfection or priority currently enjoyed by Resigning Agent. Successor Agent shall be responsible for preparing
and filing amendments to any existing UCC-1 Financing Statements to reflect that Successor Agent is now the “Secured Party”
thereunder.


 


(d)           Without limiting the foregoing,
it is acknowledged and agreed that Successor Agent shall succeed Resigning Agent with respect to the Agency Rights under each of
the following agreements:


 


(i)           Sale and Servicing Agreement
dated as of July 14, 2011, by and among Borrower, Horizon (as Originator), Horizon Management (as Servicer), U.S. Bank National
Association (as Collateral Custodian), and Resigning Agent.


 




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(ii)           the following cash management
documents (collectively, the “Blocked Account Agreements”):


 


(A)           Restricted Account Agreement
(Account Restricted Immediately – Standing Wire Transfers), dated as of July 12, 2011, by and among Borrower, Resigning Agent
and Wells Fargo Bank, National Association (“WFB”), with respect to Account No. XXXXXXXX maintained by Borrower
with WFB; and


 


(B)           Restricted Account Agreement
(Account Restricted after Instructions) , dated as of July 12, 2011, by and among Borrower, Resigning Agent and WFB, with respect
to Account Nos. XXXXXXXX and XXXXXXXX maintained by Borrower with WFB.


 


(iii)           Control Agreement among
Borrower, Resigning Agent, Morgan Stanley Smith Barney LLC (as Introducing Broker), and Morgan Stanley & Co. LLC (as Securities
Intermediary), with respect to Account No. XXXXXXX maintained by Borrower with Morgan Stanley & Co. LLC.


 


(iv)           Collateral Access Agreement
dated as of July 14, 2011, by and among Pro-Park Group LLC (as Landlord), Resigning Agent, Borrower, Horizon (as Originator), and
Horizon Management (as Servicer and Tenant), with respect to the premise located at 312 Farmington Avenue, Farmington Connecticut
06032.


 


Promptly after the Effective Date
hereof, Successor Agent shall (A) send written notice to each of the parties to the agreements described in this Section
3 (with a copy to Resigning Agent and to any other persons entitled to notice under any such agreement) regarding the succession
of Successor Agent to the Agency Rights under such agreement and providing to such parties any necessary notice or other information
(including payment instructions) that may be required under any such agreement, and (B) deliver to WFB pursuant to Section
19 of the Blocked Account Agreements, Successor Agent’s binding written agreement to assume all of Resigning Agent’s
obligations under each of the Blocked Account Agreements in order to release Resigning Agent from its obligations under the Blocked
Account Agreements.


 


(e)           The Loan Assignment shall
be deemed to have occurred simultaneously with the transfer of the Agency Rights to Successor Agent, and no agency relationship
shall exist or have been created between Purchasing Lender and Resigning Agent.


 


(f)           The Purchase Price Amount
has been calculated assuming that the proceeds of all checks or similar instruments for the payment of money (collectively, “Checks”)
that have been received by Resigning Agent and credited to the Borrower’s account with Resigning Agent are good collected
funds. For the avoidance of doubt, Successor Agent has assumed and shall be responsible for all claims under the Blocked Account
Agreements arising as a result of any nonpayment, claim, refund, or chargeback of any Check (it being understood between Successor
Agent and Borrower that the amount of any such payment made by Successor Agent may, at the Successor Agent’s option, constitute
an Advance made by Purchasing Lender to Borrower under the Loan Agreement and that the provisions of the Loan Agreement shall govern
Borrower’s obligation to indemnify Successor Agent for costs and expenses generally).


 




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4.           Certain Acknowledgments of Selling
Lender and Resigning Agent. The Selling Lender and Resigning Agent hereby acknowledge and agree that, as a result of the consummation
of the transactions contemplated hereby, the Selling Lender has assigned to Purchasing Lender all of its rights and obligations
under the Loan Agreement and the other Loan Documents, and Successor Agent has succeeded to all the rights of Resigning Agent under
the Loan Documents. Accordingly, upon the effectiveness of this Agreement, the Selling Lender and Resigning Agent acknowledge and
agree that Borrower has no further obligations to Resigning Agent or Selling Lender under the Loan Agreement and the other Loan
Documents; provided, that notwithstanding the foregoing or any future termination of the Loan Documents, Borrower shall
remain obligated to Resigning Agent and the Selling Lender with respect to (a) any indemnification obligations under the Loan Documents
and any other provisions contained in the Loan Documents which by their express terms (as in effect immediately prior to the Effective
Date) survive the termination of the Loan Documents and (b) any of their obligations arising hereunder. Without limiting Resigning
Agent’s and Selling Lender’s claims against Borrower as to claims described in the proviso in the preceding sentence,
the Purchase Price Amount represents the entire amount of outstanding Obligation owed to the Selling Lender and Resigning Agent
under the terms of the Loan Agreement as of the Effective Date.


 


5.           Representations, Warranties and
Covenants.


 


(a)           Of WFCF. WFCF, in
its capacity as Resigning Agent and as Selling Lender:


 


(i)           represents and warrants as
of the Effective Date that (A) it has full power and authority, and has taken all actions necessary for it, to execute and deliver
this Agreement and to consummate the transactions contemplated hereby, (B) in the case of Selling Lender, it is the legal and beneficial
owner of the Assigned Interest and that such Assigned Interest is free and clear of any Lien and other adverse claims created by
or through Selling Lender and (C) by executing and delivering this Agreement, the Person executing and delivering this Agreement
on behalf of WFCF in the capacities specified above is an authorized signer for WFCF in such capacities and is authorized to execute
and deliver this Agreement; and


 


(ii)           in the case of Selling Lender,
represents and warrants as of the Effective Date that there are no promissory notes evidencing the Assigned Interest.


 


Other than the representations and warranties in clauses
(a)(i) and (a)(ii) above, WFCF makes no other representation or warranty, including as to the aggregate amount of the
Advances and Commitments, any statements, representations and warranties made in or in connection with any Loan Document or any
other document or information furnished pursuant thereto, the execution, legality, validity, enforceability or genuineness of any
Loan Document or any document or information provided in connection therewith, the existence, nature or value of any Collateral
or the perfection or priority of any Liens on any Collateral, or the financial condition of Borrower or the performance or nonperformance
by Borrower of any obligation under any Loan Document or any document provided in connection therewith, it being acknowledged and
agreed by Key in its capacity as Successor Agent and Purchasing Lender that the Assigned Interests and the Agency Rights are transferred
to Key on an “as is, where is” basis and WFCF disclaims all warranties, representations and guarantees, whether express
or implied, other than those expressly contained in clauses (a)(i) and (a)(ii) above.


 


(b)           Of Key. Key, in
its capacity as Successor Agent and as Purchasing Lender:


 


(i)           represents and warrants as
of the Effective Date that (A) it has full power and authority, and has taken all actions necessary for it, to execute and deliver
this Agreement and to consummate the transactions contemplated hereby, (B) this Agreement is the legal, valid and binding obligation
of Successor Agent and Purchasing Lender, enforceable against such Persons in accordance with its terms, (C) by executing and delivering
this Agreement, the Person executing and delivering this Agreement on behalf of Key in the capacities specified above is an authorized
signer for Key in such capacities and is authorized to execute and deliver this Agreement, (D) it (1) is a sophisticated Person
with respect to the matters that are the subject of this Agreement (including with respect to the acquisition of the Assigned Interest
and the assumption of the Agency Rights), (2) has adequate information concerning the business and financial condition of Borrower
to make an informed decision regarding the Loan Assignment and the assumption of the Agency Rights and (3) has independently and
without reliance upon Resigning Agent or Selling Lender, and based on such information as it has deemed appropriate, made its own
analysis and decision to enter into this Agreement, and (E) no broker, finder or other Person acting under the authority of Successor
Agent or Purchasing Lender is entitled to any broker’s commission or other fee in connection with the transactions contemplated
hereby for which Resigning Agent or Selling Lender could be responsible;


 




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(ii)           acknowledges that neither
Resigning Agent nor Selling Lender has given it any investment advice, credit information or opinion on whether the acquisition
of the Assigned Interest or the assumption of the Agency Rights is prudent;


 


(iii)           acknowledges that it has
not relied and will not rely on Resigning Agent or Selling Lender to furnish or make available any documents or other information
regarding the credit, affairs, financial condition or business of Borrower, or any other matter concerning Borrower;


 


(iv)           without in any way limiting
any disclaimers or any similar provision hereof, acknowledges that Resigning Agent’s execution of and/or delivery of any
documents transferring any Lien or claim in any Collateral, assigning any Lien or transferring the Agency Rights, in each case
as provided for herein or contemplated hereby, is made without recourse, representation, warranty or other assurance of any kind
by Resigning Agent as to Resigning Agent’s rights in any Collateral (including perfection or priority), the condition or
value of any Collateral, or any other matter;


 


(v)           confirms it has received
such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement
and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and
without reliance upon Resigning Agent or Selling Lender and based on such documents and information as it shall deem appropriate
at the time;


 


(vi)           acknowledges and agrees
that, as Agent or a Lender, as applicable, it may receive material non-public information and confidential information concerning
Borrower and its Affiliates and their Stock and agrees with Borrower to comply with Section 17.9 of the Loan Agreement in
respect thereof; and


 


(vii)           specifies as its address
for notices the address set forth on Exhibit B hereto.


 


(c)           Of Borrower:


 


(i)           Borrower represents and warrants
as of the Effective Date that the execution, delivery and performance by Borrower of this Agreement (A) are within its power; (B)
have been duly authorized by all necessary corporate or limited liability company action, as applicable; (C) do not contravene
any provision of its charter, bylaws or operating agreement, as applicable; (D) do not violate any law or regulation, or any order
or decree of any court or Governmental Authority; (E) do not conflict with or result in the breach or termination of, constitute
a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust,
lease, agreement or other instrument to which it is a party or by which it or any of its property is bound; and do not require
the consent or approval of any Governmental Authority or any other Person.


 




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(ii)           Borrower represents and
warrants as of the Effective Date that this Agreement has been duly executed and delivered by such Person and constitutes a legal,
valid and binding obligation of such Person enforceable against it in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or
by equitable principles relating to enforceability.


 


6.           Conditions to Effectiveness.
This Agreement shall be effective at such time at which the following conditions have been satisfied (provided, that to
the extent any such condition is for the benefit of WFCF, WFCF may waive such condition in writing, and to the extent any such
conditions is for the benefit of Key, Key may waive such condition in writing):


 


(a)           receipt by Resigning Agent,
Selling Lender, Successor Agent and Purchasing Lender of this Agreement, duly executed and delivered by Resigning Agent, Selling
Lender, Successor Agent, Purchasing Lender, and Borrower;


 


(b)           receipt by Selling Lender
of the Purchase Price Amount by wire transfer of immediately available funds in accordance with the instructions specified in Schedule
1 hereto, no later than 2:00 p.m. (New York time) on the Effective Date; and


 


(c)           all representations and
warranties contained in Section 5 hereof are true and correct in all material respects as of the Effective Date.


 


7.           Notices. All notices, demands,
requests, directions and other communications required or expressly authorized to be made by this Agreement shall be given in writing
in the manner contemplated by, and addressed to the relevant Person as provided in, Section 12 of the Loan Agreement; provided,
that notices to WFCF in any capacity shall be sent to the notice address for WFCF set forth in the Loan Agreement as in effect
immediately before the effectiveness of this Agreement and notices to Key in any capacity shall be sent to the notice address for
Key provided for in the Loan Agreement as in effect after the effectiveness of this Agreement.


 


8.           Certain Amendments. The portion
of Section 12 to the Loan Agreement that provides the notice address for Agent is hereby deleted in its entirety and replaced
with the notice information on Exhibit A hereto.


 


9.           Reimbursement of Expenses Etc.
of Resigning Agent and Selling Lender. Borrower shall, and if Borrower does not, for any reason, Successor Agent shall, in
each case, promptly upon written request from WFCF, reimburse WFCF for all out-of-pocket costs and expenses incurred by WFCF as
Resigning Agent or Selling Lender in connection with the matters referred to in this Agreement or required to be performed hereunder
(it being understood between Successor Agent and Borrower that the amount of any such payment made by Successor Agent may, at Successor
Agent’s option, constitute an Advance made by Purchasing Lender to Borrower under the Loan Agreement and that the provisions
of the Loan Agreement shall govern Borrower’s obligation to indemnify Successor Agent for costs and expenses generally).


 


10.           Indemnification. Successor
Agent and Purchasing Lender shall indemnify, defend, and hold Resigning Agent, Selling Lender and their Affiliates, officers, directors,
employees, attorneys, consultants and agents (collectively, “Resigning Agent Indemnitees”) harmless from and
against any liability, claim, cost, loss, judgment, damage or expense (including reasonable attorneys’ fees and expenses)
(the “Indemnified Liabilities”) that any Resigning Agent Indemnitee incurs or suffers as a result of or arising
out of (a) a breach of any of Successor Agent’s or Purchasing Lender’s representations, warranties, covenants or agreements
in this Agreement or (b) any breach of any obligations or covenants by Successor Agent or Purchasing Lender or any of their successors
or assigns under any of the Loan Documents after the Effective Date or any other matter relating to actions or omissions of Successor
Agent or Purchasing Lender or any of their successors or assigns that occur after the Effective Date.


 




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11.           Release. Each of Borrower,
Horizon Technology Finance Corporation and Horizon Technology Finance Management LLC (collectively, the “Horizon Parties”
and each, a “Horizon Party”) hereby acknowledges and agrees that: (a) it has no claim or cause of action against
Resigning Agent or Selling Lender (or any of their respective successor and assigns, Affiliates, officers, directors, employees,
attorneys, consultants or agents) in connection with the Loan Documents and (b) Resigning Agent and Selling Lender have heretofore
properly performed and satisfied in a timely manner all of their obligations under the Loan Agreement and the other Loan Documents
that are required to have been performed on or prior to the date hereof. Notwithstanding the foregoing, Resigning Agent and Selling
Lender wish (and Borrower agrees) to eliminate any possibility that Borrower would assert any claim in contravention of the foregoing.
In furtherance of the foregoing, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
each of the Horizon Parties (for itself and its successors, assigns, heirs and representatives) (collectively, the “Releasors”)
does hereby fully, finally, unconditionally and irrevocably release and forever discharge Resigning Agent, Selling Lender and each
of their respective successor and assigns (including, for the avoidance of doubt, Purchasing Lender and Successor Agent), Affiliates,
officers, directors, employees, attorneys, consultants and agents (collectively, the “Released Parties”) from
any and all debts, claims, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings
and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or
description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had
or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or
omitted to be done on or prior to the Effective Date directly arising out of, connected with or related to the Loan Agreement or
any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of Resigning Agent or
Selling Lender contained therein, or the possession, use, operation or control of any of the assets of Borrower or any other Horizon
Party, or the making of any Advances, or the management of such Advances or the Collateral. Each Releasor waives any and all claims,
rights and benefits it may have under any law of any jurisdiction that would render ineffective a release made by a creditor of
claims that the creditor does not know or suspect to exist in its favor at the time of executing the release and that, if known
by it, would have materially affected its settlement with the applicable debtor. Each Releasor acknowledges that (i) it has been
represented by independent legal counsel of its own choice throughout all of the negotiation that preceded the execution of this
Agreement and that it has executed this Agreement after receiving the advice of such independent legal counsel, and (ii) such Person
and its respective counsel have had an adequate opportunity to make whatever investigation or inquiry they deem necessary or desirable
in connection with the release contained in this Section 11.


 


12.           Miscellaneous.


 


(a)           Loan Document. This
Agreement shall be considered one of the Loan Documents under the Loan Agreement.


 


(b)           Headings. The various
headings of this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of
this Agreement or any provisions hereof.


 


(c)           Counterparts. This
Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all
of which together shall be deemed to be one and the same instrument. Delivery of an executed counterpart of a signature page to
this Agreement by facsimile or email transmission shall be effective as delivery of a manually executed counterpart thereof.


 




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(d)           Interpretation.
No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party hereto by any court or
other governmental or judicial authority by reason of such party’s having or being deemed to have structured, drafted or
dictated such provision.


 


(e)           Further Assurances.
Each party executing this Agreement agrees that upon the reasonable request of any other party hereto, it shall (i) in the case
of expenses incurred by Resigning Agent, at Successor Agent’s expense (in accordance with Section 9 hereof) and (ii)
in all other cases, at Borrower’s expense, duly execute and deliver, or cause to be duly executed and delivered, to such
other party such further instruments and do and cause to be done such further acts as may be necessary or proper to carry out more
effectively the provisions and purposes of this Agreement.


 


(f)           Complete Agreement.
This Agreement constitutes the complete agreement between the parties with respect to the subject matter hereof, and supersedes
any prior written or oral agreements, writings, communications or understandings of the parties with respect thereto.


 


(g)           Governing Law. This
Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to
contracts made and performed in such state, without regard to the principles thereof regarding conflict of laws.


 


(h)           Waiver of Jury Trial.
The parties hereto, to the extent permitted by law, waive all right to trial by jury in any action, suit, or proceeding arising
out of, in connection with or relating to, this Agreement and any other transaction contemplated hereby. This waiver applies to
any action, suit or proceeding whether sounding in tort, contract or otherwise.


 


IN WITNESS WHEREOF, this Agreement Regarding
Loan Assignment and Related Matters has been duly executed as of the date first set forth above.


 


[SIGNATURE PAGES FOLLOW]


 


 




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	“Resigning Agent” and “Selling Lender”	 
	 	 
	WELLS FARGO CAPITAL FINANCE, LLC	 
	 	 
	By:	/s/ Randy Allenmang	 
	Name: Randy Allemang	 
	Title: Vice President	 
	 	 
	“Successor Agent” and “Purchasing Lender”	 
	 	 
	KEY EQUIPMENT FINANCE INC.	 
	 	 
	By:	/s/ Richard S. Andersen	 
	Name: Richard S. Andersen	 
	Title: Vice President	 
	 	 
	“Borrower”	 
	 	 
	HORIZON CREDIT II LLC	 
	 	 
	By:	/s/ Robert D. Pomeroy, Jr.	 
	Name: Robert D. Pomeroy, Jr.	 
	Title: Chief Executive Officer	 
	 	 
	“Horizon Party”	 
	 	 
	HORIZON TECHNOLOGY FINANCE CORPORATION	 
	 	 
	By:	/s/ Robert D. Pomeroy, Jr.	 
	Name: Robert D. Pomeroy, Jr.	 
	Title: Chief Executive Officer	 
	 	 
	“Horizon Party”	 
	 	 
	HORIZON TECHNOLOGY FINANCE MANAGEMENT LLC	 
	 	 
	By:	/s/ Robert D. Pomeroy, Jr.	 
	Name: Robert D. Pomeroy, Jr.	 
	Title: Chief Executive Officer