Exhibit 10.8


 


LOAN
AND SECURITY AGREEMENT


 


This
LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”)
dated as of July 22, 2020 (the “Closing Date”) is entered into among Porch.com,
Inc., a Delaware corporation (“Borrower Representative”), and each other Person party hereto as
a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), the guarantors
set forth on Schedule 1 hereto (together with any other guarantors of the Obligations from time to time, the “Guarantors”),
the lenders from time to time party hereto (collectively, “Lenders”, and each, a “Lender”),
Runway Growth Credit Fund Inc., as administrative agent and collateral agent
for Lenders (in such capacity, “Agent”).


 


AGREEMENT


 


Borrower
Representative, each Borrower from time to time party hereto, Agent and Lenders hereby agree as follows: 


 


1. ACCOUNTING
AND OTHER TERMS


 


Accounting
terms not defined in this Agreement shall be construed in accordance with GAAP, and calculations and determinations shall be made
following GAAP, consistently applied. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth
on Exhibit A. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided
by the Code to the extent such terms are defined therein. As used in the Loan Documents, the word “shall” is mandatory,
the word “may” is permissive, the word “or” is not exclusive, the words “includes” and “including”
are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. Unless
otherwise specified, all references in this Agreement or any Annex or Schedule hereto to a “Section,” “subsection,”
“Exhibit,” “Annex,” or “Schedule” shall refer to the corresponding Section, subsection, Exhibit,
Annex, or Schedule in or to this Agreement. For purposes of the Loan Documents, whenever a representation or warranty is made
to a Person’s knowledge or awareness, knowledge or awareness means the actual knowledge, after reasonable investigation,
of any Responsible Officer of such Person.


 


2. EAGLE
LOAN FACILITY AND TERMS OF PAYMENT


 


2.1 Promise
to Pay. Each Borrower hereby unconditionally promises to pay Agent, for the ratable benefit of Lenders, the outstanding principal
amount of all Loans, accrued and unpaid interest (including, without limitation, any Deferred Interest Amount), fees and charges
thereon and all other amounts owing hereunder as and when due in accordance with this Agreement.


 


2.2 Availability
and Repayment of the Loans.


 


(a) Availability.
Subject to the terms and conditions of this Agreement, each Lender agrees, severally and not jointly, to make to Borrowers an
EAGLE Loan on or about the Closing Date in principal amount equal to its EAGLE Loan Commitment. Lenders’ commitments to
make the EAGLE Loans shall terminate upon the funding of the EAGLE Loans on or about the Closing Date. Borrowers shall use the
proceeds of the EAGLE Loans (i) to repay existing outstanding Indebtedness of Borrower Representative owing to ORIX Growth Capital,
LLC and MidCap Financial Trust, and (ii) for working capital. Once repaid, the EAGLE Loans may not be reborrowed.


 


(b) Repayment.
Commencing on the Amortization Date, and continuing thereafter on each Payment Date, Borrowers shall make consecutive monthly
payments of equal principal, which would fully amortize the principal amount of the EAGLE Loans by the Maturity Date, plus accrued
and unpaid interest (including, without limitation, any Deferred Interest Amount), provided that if the Amortization Date or the
Maturity Date are extended, in accordance with their respective terms, the monthly payments shall be recalculated according to
the remaining number of Payment Dates through the Maturity Date, as extended. Any and all unpaid Obligations, including principal
and accrued and unpaid interest in respect of the EAGLE Loans (including any Deferred Interest Amount), the Final Payment, other
fees and other sums, if any, shall be due and payable in full on the Maturity Date. The EAGLE Loans may only be prepaid in accordance
with Sections 2.2(c) or (d).


 



     


     


    

 


(c) Mandatory
Prepayment Upon an Acceleration. If the Loans are accelerated following the occurrence and during the continuance of an Event
of Default, Borrowers shall immediately pay to Agent, for the ratable benefit of Lenders, an amount equal to the sum of:


 


(i) all
outstanding principal plus accrued and unpaid interest thereon (including, without limitation, any Deferred Interest Amount),
plus


 


(ii) the
Prepayment Fee, plus


 


(iii) the
Final Payment, plus


 


(iv) all
other sums, if any, that shall have become due and payable, including interest at the Default Rate, if applicable.


 


(d) Permitted
Prepayment of Loans.


 


(i) Prepayment
in Full. Borrowers may prepay all, but not less than all, of the Loans, provided Borrower Representative provides written
notice to Agent (whereupon Agent shall promptly deliver a copy of such written notice to Lenders) of its election to prepay the
Loans at least 30 days prior to such prepayment, and pay, on the date of such prepayment, to Agent, for the ratable benefit of
Lenders, an amount equal to the sum of:


 


(1) all
outstanding principal plus accrued and unpaid interest thereon (including, without limitation, any Deferred Interest Amount),
plus


 


(2) the
Prepayment Fee, plus


 


(3) the
Final Payment, plus


 


(4) all
other sums, if any, that shall have become due and payable, including interest at the Default Rate, if applicable.


 


(ii) Partial
Prepayment upon SPAC Transaction. In addition, Borrowers shall make a one-time prepayment on or about the date the SPAC Transaction
is consummated, upon ten Business Days prior written notice prior to such prepayment, by paying:


 


(1) outstanding
original principal up to $7,000,000, plus additional principal arising due to interest at the Deferred Interest Rate accrued to
principal through the date of such prepayment, plus accrued and unpaid interest thereon, plus


 


(2) the
Prepayment Fee on the principal amount prepaid, plus


 


(3) the
Final Payment, plus


 


(4) all
other sums, if any, that shall have become due and payable, including interest at the Default Rate, if applicable.


 


2.3 Payment
of Interest.


 


(a) Interest
Rate. Subject to Section 2.3(b), the outstanding principal amount of the Loans shall accrue interest from and after
its Funding Date, at the Applicable Rate, and Borrowers shall pay such interest monthly in arrears on each Payment Date commencing
on August 15, 2020. In addition, the outstanding principal amount of each Loan shall accrue interest from and after its Funding
Date at the Deferred Interest Rate, and such interest shall be added to outstanding principal on each Payment Date following such
Funding Date. All references to outstanding principal herein shall refer to the original principal amount as increased from time
to time on account of interest at the Deferred Interest Rate added to principal.


 


(b) Default
Rate. Upon the occurrence and during the continuance of an Event of Default, at the Agent’s election, the Obligations
shall bear interest at a rate per annum which is five percentage points (5.0%) above the rate that is otherwise applicable thereto
(the “Default Rate”). Fees and expenses which are required to be paid by Borrowers pursuant to the Loan Documents
(including, without limitation, Secured Party Expenses) but are not paid when due shall bear interest until paid at a rate equal
to the highest rate applicable to the Obligations. Payment or acceptance of the increased interest rate provided in this Section 2.3(b)
is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice
or limit any rights or remedies of Agent or Lenders.


 






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(c) Payment;
Interest Computation. Interest is payable monthly in arrears on the Payment Date of the following month and shall be computed
on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after
11:00 a.m. Eastern Time on any day may, at Agent’s discretion, be deemed received at the opening of business on the next
Business Day, and (ii) the date of the making of any Loan shall be included and the date of payment shall be excluded. Changes
to the Applicable Rate based on changes to the applicable Reference Rate shall be effective as of the Payment Date immediately
following such change.


 


(d) Maximum
Interest. Notwithstanding any provision in this Agreement or any other Loan Document, it is the parties’ intent not
to contract for, charge or receive interest at a rate that is greater than the maximum rate permissible by law that a court of
competent jurisdiction shall deem applicable hereto (the “Maximum Rate”). If a court of competent jurisdiction
shall finally determine that a Borrower has actually paid to or for the benefit of Lenders an amount of interest in excess of
the amount that would have been payable if all of the Obligations had at all times borne interest at the Maximum Rate, then such
excess interest actually paid by Borrowers shall be applied as follows: first, to the payment of principal outstanding in respect
of the Loans; second, after all principal is repaid, to the payment of accrued interest, third, to the payment of Secured Party
Expenses and any other Obligations; and fourth, after all Obligations are repaid, the excess (if any) shall be refunded to Borrowers
or paid to whomsoever may be legally entitled thereto, provided that amounts payable to Lenders, shall be paid ratably.


 


2.4 Fees
and Charges. Borrowers shall pay to Agent, for the ratable benefit of Lenders:


 


(a) Closing
Fee. A closing fee in the amount of $352,500 due and payable on the Closing Date;


 


(b) Prepayment
Fee. The Prepayment Fee as and when due pursuant to Sections 2.2(c) and 2.2(d). Each Borrower agrees that the
Prepayment Fee is a reasonable calculation of Lenders’ lost profits in view of the difficulties and impracticality of determining
actual damages resulting from an early repayment of the Loans;


 


(c) Final
Payment. The Final Payment as and when due pursuant to Sections 2.2(b), 2.2(c) and 2.2(d); and


 


(d) Secured
Party Expenses. All Secured Party Expenses (including reasonable and documented out-of-pocket attorneys’ fees and expenses
for documentation and negotiation of this Agreement and the other Loan Documents) incurred through and after the Closing Date,
when due (or, if no stated due date, within two Business Days after demand by Agent).


 


(e) Fees
Fully Earned. Unless otherwise expressly provided in this Agreement, the fees and charges specified in clauses (a) through
(c) above are fully-earned as of the Closing Date, and in no event shall any Borrower be entitled to any credit, rebate, refund,
reduction, proration or repayment of any fees or charges earned by each Lender pursuant to this Agreement notwithstanding any
termination of this Agreement or the suspension or termination of a Lender’s obligation to make loans and advances hereunder
and notwithstanding the required payment date for such fees or charges. Agent, on behalf of Lenders, may debit and deduct amounts
owing by Borrowers under the clauses of this Section 2.4 pursuant to the terms of Section 2.5(c).


 


2.5 Payments;
Application of Payments; Automatic Payment Authorization.


 


(a) All
payments to be made by Borrowers under any Loan Document, including payments of principal and interest and all fees, charges,
expenses, indemnities and reimbursements, shall be made in immediately available funds in Dollars, without setoff, recoupment
or counterclaim, before 11:00 a.m. Eastern Time on the date when due. Payments of principal and/or interest received after 11:00
a.m. Eastern Time may, at Agent’s discretion, be considered received at the opening of business on the next Business Day.
When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees
or interest, as applicable, shall continue to accrue until paid.


 



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(b) So
long as no Event of Default shall have occurred and be continuing, Borrower Representative shall have the right to specify the
Loan to which a Lender shall allocate or apply any payments made by a Borrower to or for the benefit of such Lender or otherwise
received by such Lender under this Agreement unless any such allocation or application is expressly specified elsewhere in this
Agreement, provided that payments shall be applied first to Secured Party Expenses due and payable, then to fees and charges then
due and payable, then to accrued and unpaid interest, then to installments of principal in inverse order from maturity, then to
any other Obligations due and payable.


 


(c) Unless
otherwise notified by Agent in writing, Agent, for itself or for the ratable benefit of Lenders, as applicable, shall initiate
debit entries to any Deposit Accounts as authorized on the Automatic Payment Authorization for principal and interest payments
or any other amounts Borrowers owe Agent or Lenders when due. These debits shall not constitute a set-off. If the ACH payment
arrangement is terminated for any reason, Borrowers shall make all payments due to Agent or Lenders at Agent’s address specified
in Section 10, or as otherwise notified by Agent in writing, in each case, for the ratable benefit of Lenders. .


 


2.6 Taxes.
For purposes of this Section, the term “applicable law” includes FATCA


 


(a) Any
and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction
or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion
of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent,
then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount
deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified
Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding
has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.6(a))
the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been
made.


 


(b) The
Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of Agent
timely reimburse it for the payment of, any Other Taxes.


 


(c) The
Loan Parties shall indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified
Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.6) payable
or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower Representative
by a Lender (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error.


 


(d) Each
Lender shall severally indemnify Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable
to such Lender (but only to the extent that the Loan Parties have not already indemnified Agent for such Indemnified Taxes and
without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply
with the provisions of Section 12.2(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes
attributable to such Lender, in each case, that are payable or paid by Agent in connection with any Loan Document, and any reasonable
expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by
the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by Agent
shall be conclusive absent manifest error. Each Lender hereby authorizes Agent to set off and apply any and all amounts at any
time owing to such Lender under any Loan Document or otherwise payable by Agent to the Lender from any other source against any
amount due to Agent under this paragraph (d).


  


(e) As
soon as practicable after any payment of Taxes by a Loan Party to a Governmental Authority pursuant to this Section 2.6,
Borrower Representative shall deliver to Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to Agent.


 






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(f) Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to Borrower Representative and Agent, at the time or times reasonably requested by Borrower Representative or Agent,
such properly completed and executed documentation reasonably requested by Borrower Representative or Agent as will permit such
payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested
by Borrower Representative or Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested
by Borrower Representative or Agent as will enable Borrower Representative or Agent to determine whether or not such Lender is
subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding
two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs
(f)(ii)(2), (ii)(2) and (ii)(4) of this Section) shall not be required if in the Lender’s reasonable judgment such completion,
execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the
legal or commercial position of such Lender. Without limiting the generality of the foregoing, in the event that a Borrower is
a U.S. Person:


 


(i) any
Lender that is a U.S. Person shall deliver to Borrower Representative and Agent on or prior to the date on which such Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower Representative or Agent),
executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(ii) any
Lender that is not a U.S. Person (a “Foreign Lender”) shall, to the extent it is legally entitled to do so,
deliver to Borrower Representative and Agent (in such number of copies as shall be requested by the recipient) on or prior to
the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable
request of Borrower Representative or Agent), whichever of the following is applicable:


 


(1) in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty
and (y) with respect to any other applicable payments under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form
W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business
profits” or “other income” article of such tax treaty;


 


(2) executed
copies of IRS Form W-8ECI;


 


(3) in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRC, (x)
a certificate in form and substance reasonably acceptable to Borrower Representative and Agent to the effect that such Foreign
Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, a “10 percent shareholder”
of Borrower within the meaning of Section 881(c)(3)(B) of the IRC, or a “controlled foreign corporation” related to
any of the Borrowers as described in Section 881(c)(3)(C) of the IRC (a “U.S. Tax Compliance Certificate”)
and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or


 


(4) to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by executed copies of
IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable), a U.S. Tax Compliance Certificate in form and substance
reasonably acceptable to Borrower Representative and Agent, IRS Form W-9, and/or other certification documents from each beneficial
owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such
Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate
in form and substance reasonably acceptable to Borrower Representative and Agent on behalf of each such direct and indirect partner.


 


(5) any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower Representative and Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of Borrower Representative or Agent), executed copies
of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding
Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower
Representative or Agent to determine the withholding or deduction required to be made;


 



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(6) if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the IRC, as applicable), such Lender shall deliver to Borrower Representative and Agent at the time or times prescribed by
law and at such time or times reasonably requested by Borrower Representative or Agent such documentation prescribed by applicable
law (including as prescribed by Section 1471(b)(3)(C)(i) of the IRC) and such additional documentation reasonably requested by
Borrower Representative or Agent as may be necessary for Borrower Representative and Agent to comply with their obligations under
FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount,
if any, to deduct and withhold from such payment. Solely for purposes of this clause (5), “FATCA” shall include
any amendments made to FATCA after the date of this Agreement; and


 


(iii) Each
Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect,
it shall update such form or certification or promptly notify Borrower Representative and Agent in writing of its legal inability
to do so.


 


(iv) On
or before the date the Agent (including any successor Agent) becomes a party to this Agreement, the Agent shall provide to the
Loan Parties, two (2) duly signed, properly completed copies of an IRS Form W-9 or any successor thereto. At any time thereafter,
the Agent (including any successor Agent) shall provide updated documentation previously provided (or a successor form thereto)
when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the reasonable request
of a Loan Party.


 


(g) Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of
any Taxes as to which it has been indemnified pursuant to this Section 2.6 (including by the payment of additional amounts pursuant
to this Section 2.6), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including
Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified
party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any
amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less
favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving
rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts
with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available
its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other
Person.


 


(h)
Each party’s obligations under this Section 2.6 shall survive the resignation or replacement of Agent or any assignment
of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge
of all obligations under any Loan Document.


 


2.7 Promissory
Notes. Borrowers agree that: (a) upon written notice by or on behalf of any Lender to Borrowers that a promissory note
or other evidence of indebtedness is requested by such Lender to evidence the Loans and other Obligations owing or payable to,
or to be made by, such Lender, Borrowers shall promptly (and in any event within three Business Days of any such request) execute
and deliver to such Lender an appropriate promissory note, in substantially the form attached hereto as Exhibit F, and
(b) upon any Lender’s written request, and in any event within three Business Days of any such request, Borrowers shall
execute and deliver to such Lender new notes and/or divide the notes in exchange for then existing notes in such smaller amounts
or denominations as such Lender shall specify in its sole and absolute discretion; provided, that the aggregate principal
amount of such new notes shall not exceed the aggregate principal amount of the applicable Loans made by such Lender; provided,
further, that such promissory notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced
by such new notes and returned to Borrowers within a reasonable period of time after such Lender’s receipt of the replacement
notes. Regardless of whether or not any such promissory notes are issued, this Agreement shall evidence the Loans and other Obligations
owing or payable by Borrowers to each Lender.


 



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3. CONDITIONS
OF LOANS


 


3.1 Conditions
Precedent to Initial Loan. Each Lender’s obligation to make the initial Loan is subject to the condition precedent that
Agent shall have received, in form and substance reasonably satisfactory to Agent, such documents, and completion of such other
matters, as Agent may reasonably deem necessary or appropriate, including, without limitation:


 


(a) duly
executed signatures to this Agreement;


 


(b) duly
executed original signatures to each Warrant;


 


(c) duly
executed signatures to the IP Security Agreement;


 


(d) duly
executed signatures to a Subordination Agreement with respect to certain existing notes outstanding as of the Closing Date;


 


(e) duly
executed signatures to each Seller Subordination Agreement;


 


(f) a
subordination agreement, duly executed by Matthew Ehrlichman;


 


(g) for
each Borrower, a certificate of such Borrower, duly executed by a Responsible Officer of such Borrower, certifying and attaching
(i) the Operating Documents of such Borrower, (ii) resolutions duly approved by the Board of such Borrower, (iii) any resolutions,
consent or waiver duly approved by the requisite holders of such Borrower’s Equity Interests, if applicable (or certifying
that no such resolutions, consent or waiver is required), and (iv) a schedule of incumbency;


 


(h) a
payoff letter with respect to Indebtedness outstanding as of the Closing Date to ORIX Growth Capital, LLC and MidCap Financial
Trust, together with all documents reasonably required in connection with the payoff and release of security interests;


 


(i) a
payoff letter and consent to early termination with respect to certain financed receivables and associated Contingent Obligations
outstanding as of the Closing Date under the C6 Factoring Facility;


 


(j) the
Perfection Certificate of Borrower Representative, together with the duly executed signature thereto;


 


(k) evidence
satisfactory to Agent, that the insurance policies and endorsements required by Section 6.5 are in full force and effect;


 


(l) a
legal opinion of counsel to Borrowers;


 


(m) projections
for Parent’s fiscal year ending December 31, 2020;


 


(n) all
documentation and other information that Agent or any Lender reasonably requires in order to comply with its ongoing obligations
under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act,
to include a duly executed copy of an IRS Form W-9 or other such applicable IRS Forms;


 


(o) a
disbursement letter, duly executed by Borrower Representative;


 


(p) the
Automatic Payment Authorization, duly executed by Borrower Representative;;


 


(q) payment
of the closing fee and Secured Party Expenses then due as specified in Section 2.4(a);


 



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(r) capitalization
tables for Parent, including both a summary of Equity Interests outstanding, by class and series, as well as a detail showing
holdings investor, with respect to each investment, the purchase price per share, the deemed original issue price (if different),
and with respect to each convertible security, option, or warrant, the conversion price or exercise price, as applicable, and
including detail by class and series as well as on an as-converted to common stock basis; and


 


(s) completion
of such matters and delivery of such documents as Agent may reasonably require.


 


3.2 Conditions
Precedent to all Loans. Each Lender’s obligation to make each Loan is subject to the following conditions precedent:


 


(a) except
for any Loans funded on the Closing Date, timely receipt of an executed Loan Request by Agent (whereupon Agent shall promptly
deliver a copy of such Loan Request to each applicable Lender);


 


(b) the
representations and warranties in this Agreement and the other Loan Documents shall be true, accurate, and complete in all material
respects on the date of the Loan Request and on the Funding Date of each Loan; 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;


 


(c) no
Default or Event of Default shall have occurred and be continuing or result from the Loan; and


 


(d) there
has not been any event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect, or any
material adverse deviation by Borrowers from the most recent business plan of Borrowers presented to and accepted by Agent, as
determined by Agent in Agent’s discretion.


 


3.3 Covenant
to Deliver.


 


(a) Borrowers
agree to deliver to Agent each item required to be delivered to Agent under this Agreement as a condition precedent to any Loan.
Borrowers expressly agree that a Loan made prior to the receipt by Agent of any such item shall not constitute a waiver by Agent
of a Borrower’s obligation to deliver such item, and the making of any Loan in the absence of a required item shall be in
Agent’s sole discretion.


 


(b) Borrower
agrees to deliver the items set forth on Schedule 3 hereto within the timeframe set forth therein (or by such other date
as Agent may approve in writing), in each case, in form and substance reasonably acceptable to Agent.


 


3.4 Procedures
for Borrowing. To obtain a Loan (other than any Loan made on the Closing Date), Borrower Representative shall deliver a completed
Loan Request to Agent (which may be delivered by email) no later than 3:00 p.m. Eastern Time, ten Business Days prior to the date
such Loan is requested to be made (whereupon Agent shall promptly notify all affected Lenders). On the Funding Date, each applicable
Lender shall fund the applicable Loan in the manner requested by the Loan Request, provided that each of the conditions precedent
to such Loan is satisfied.


 


4. CREATION
OF SECURITY INTEREST 


 


4.1 Grant
of Security Interest. Each Loan Party hereby grants to Agent, for itself and the ratable benefit of Lenders, to secure the
payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Agent, the Collateral,
wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. If this Agreement
is terminated, Agent’s Lien in the Collateral shall continue until the Obligations (other than contingent indemnification
obligations as to which no claim has been asserted or is known to exist) are repaid in full in cash.


 



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4.2 Priority
of Security Interest. Each Loan Party represents, warrants, and covenants that the security interest granted herein is and
shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens
that are permitted pursuant to the terms of this Agreement to have superior priority to Agent’s Lien under this Agreement).
If a Loan Party shall acquire a commercial tort claim with a potential recovery in excess of Five Hundred Thousand Dollars ($500,000),
such Loan Party shall promptly notify Agent in writing and deliver such other information and documents as Agent may require to
perfect Agent’s security interest in such commercial tort claim. If a Loan Party shall acquire a certificate with respect
to Shares or any instrument, such Loan Party shall promptly notify Agent in writing and deliver the same together with a stock
power or instrument of transfer and any necessary endorsement, all in form reasonably satisfactory to Agent.


 


4.3 Authorization
to File Financing Statements. Each Loan Party hereby authorizes Agent to file at any time financing statements, continuation
statements and amendments thereto with all appropriate jurisdictions to perfect or protect Agent’s interest or rights hereunder.
Such financing statements may describe the Collateral as all assets of such Loan Party.


 


4.4 Pledge
of Collateral. Each Loan Party hereby pledges, assigns and grants to Agent a security interest in all the Equity Interests
in which such Loan Party has any interest, including the Shares, together with all proceeds and substitutions thereof, all cash,
stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith,
and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date
or as required pursuant to Section 6.11, the certificate or certificates for such Equity Interests, to the extent certificated,
will be delivered to Agent, accompanied by a stock power or other appropriate instrument of assignment duly executed in blank.
To the extent required by the terms and conditions governing the Equity Interests in which a Loan Party has an interest, such
Loan Party shall cause the books of each Person whose Equity Interests are part of the Collateral and any transfer agent to reflect
the pledge of the Equity Interests. Upon the occurrence and during the continuance of an Event of Default hereunder, Agent may
effect the transfer of any securities included in the Collateral (including but not limited to the Equity Interests) into the
name of Agent and cause new certificates representing such securities to be issued in the name of Agent or its transferee. Each
Loan Party will execute and deliver such documents, and take or cause to be taken such actions, as Agent may reasonably request
to perfect or continue the perfection of Agent’s security interest in the Equity Interests. Unless an Event of Default shall
have occurred and be continuing, each Loan Party shall be entitled to exercise any voting rights with respect to the Equity Interests
in which it has an interest and to give consents, waivers and ratifications in respect thereof, and provided further, that no
vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms
of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents,
waivers and ratifications shall terminate upon the occurrence and during the continuance of an Event of Default upon Borrower
Representative’s receipt of notice thereof.


 


5. REPRESENTATIONS
AND WARRANTIES


 


Each
Loan Party represents and warrants as follows:


 


5.1 Due
Organization, Authorization; Power and Authority.


 


(a) Each
Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective
jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in
which the conduct of their respective business or ownership of property require that they be qualified except where the failure
to do so could not reasonably be expected to have a Material Adverse Effect. In connection with this Agreement, Borrower Representative
has delivered to Agent a completed certificate signed by Borrower Representative entitled “Perfection Certificate”.
Except to the extent Borrower Representative has provided notice of a legal name change to Agent in accordance with Section
7.2, (i) each Loan Party’s exact legal name is that indicated on the Perfection Certificate and on the signature
page hereof; (ii) each Loan Party is an organization of the type and is organized in the jurisdiction set forth in the Perfection
Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s organizational identification number
or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s
place of business, or, if more than one, its chief executive office as well as such Loan Party’s mailing address (if different
than its chief executive office); (v) except as set forth in the Perfection Certificate, each Loan Party (and each of its
predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or
any organizational number assigned by its jurisdiction; and (vi) all other information set forth on the Perfection Certificate
pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood
and agreed that each Loan Party may from time to time update certain information in the Perfection Certificate after the Closing
Date to the extent permitted by one or more specific provisions in this Agreement).


 



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(b) The
execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party have been duly authorized,
and do not (i) conflict with such Loan Party’s Operating Documents or other organizational documents, (ii) contravene,
conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate
any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Loan
Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by,
filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental
Approvals which have already been obtained and are in full force and effect), or (v) conflict with, contravene, constitute
a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which such Loan
Party is bound. No Loan Party is in default under any agreement to which it is a party or by which it is bound in which the default
could reasonably be expected to have a Material Adverse Effect.


 


5.2 Collateral.


 


(a) Each
Loan Party has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to grant
a Lien hereunder, free and clear of any and all Liens except Permitted Liens.


 


(b) Except
for the Collateral Accounts described in the Perfection Certificate or in a notice timely delivered pursuant to Section 6.6,
no Loan Party has any Collateral Accounts at or with any bank, broker or other financial institution, and each Loan Party has
taken such actions as are necessary to give Agent a perfected security interest therein as required pursuant to the terms of Section
6.6(b).


 


(c) The
Collateral is located only at the locations identified in the Perfection Certificate and other Permitted Locations. The Collateral
is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate
or as disclosed in writing pursuant to Section 6.12.


 


(d) Each
Loan Party is the sole owner of the Intellectual Property which it owns or purports to own except for (i) licenses constituting
“Permitted Transfers”, (ii) open-source software, (iii) over-the-counter software that is commercially available to
the public, (iv) Intellectual Property licensed to such Loan Party and noted on the Perfection Certificate or as disclosed pursuant
to Section 6.7(b), and (v) immaterial Intellectual Property licensed to such Loan Party. Each Patent (other than patent
applications) which it owns or purports to own and which is material to such Loan Party’s business is valid and enforceable,
and no part of the Intellectual Property which a Loan Party owns or purports to own and which is material to the Loan Parties’
business has been judged invalid or unenforceable, in whole or in part. To each Loan Party’s knowledge, no claim has been
made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim could not
reasonably be expected to have a Material Adverse Effect. Except as noted on the Perfection Certificate or as disclosed pursuant
to Section 6.7(b), no Loan Party is a party to, nor is it bound by, any Restricted License. No Subsidiary which is not
a Loan Party owns any material Intellectual Property. It will not be necessary to use any inventions of any of such Loan Party’s
employees or consultants (or Persons it currently intends to hire) made prior to their employment by such Loan Party. Each current
and prior employee, consultant or other Affiliate thereof has entered into an invention assignment agreement or similar agreement
with such Loan Party with respect to all intellectual property rights he or she owns that are related to the Loan Parties’
business.


 


5.3 Accounts;
Material Agreements. The Accounts are bona fide existing obligations. The property or services giving rise to such Accounts
have been delivered or rendered. No Loan Party has received any notice of actual or imminent insolvency of an Account Debtor.
The material licenses and agreements to which any Loan Party or any of its Subsidiaries is a party is in good standing and in
full force and effect and no Loan Party is in material breach with respect thereto. No material customer or supplier has terminated,
significantly reduced or communicated its intent to do so to any Loan Party or any of its Subsidiaries.


 


5.4 Litigation
and Proceedings. Except as set forth in the Perfection Certificate or as disclosed in writing pursuant to Section 6.2,
there are no actions, suits, litigations or proceedings, at law or in equity, pending, or, to the knowledge of any Responsible
Officer, threatened in writing, by or against any Loan Party or any of its Subsidiaries, officers or directors involving more
than, individually or in the aggregate for all related proceedings, Five Hundred Thousand Dollars ($500,000) or in which any adverse
decision has had or could reasonably be expected to have a Material Adverse Effect.


 






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5.5 Financial
Statements; Financial Condition. All consolidated and consolidating financial statements for the Loan Parties and each of
their Subsidiaries delivered to Agent fairly present in all material respects the consolidated and consolidating financial condition
and results of operations of the Loan Parties and each of their Subsidiaries as of the respective dates and for the respective
periods then ended, and there are no material liabilities (including any contingent liabilities) which are not reflected in such
financial statements. There has not been any material deterioration in the consolidated and consolidating financial condition
of the Loan Parties and their respective Subsidiaries or the Collateral since the date of the most recent financial statements
submitted to Agent.


 


5.6 Solvency.
The fair salable value of the assets (including goodwill minus disposition costs) of the Loan Parties and each of their Subsidiaries,
on a consolidated basis, exceeds the fair value of liabilities of the Loan Parties’ and each of their Subsidiaries, on a
consolidated basis; no Loan Party is left with unreasonably small capital after the transactions in this Agreement; and each Loan
Party is able to pay its debts (including trade debts) as they mature.


 


5.7 Consents;
Approvals. Each Loan Party and each of its Subsidiaries have obtained all third party consents, approvals, waivers, made all
declarations or filings with, given all notices to, and obtained all consents, licenses, permits or other approvals from all Governmental
Authorities that are necessary (i) to enter into the Loan Documents and consummate the transactions contemplated thereby, and
(ii) to continue their respective businesses as currently conducted, except (with respect to this clause (ii)) where failure
to do so could not reasonably be expected to result in a Material Adverse Effect.


 


5.8 Subsidiaries;
Investments. No Loan Party has any Subsidiaries, except as noted on the Perfection Certificate or as disclosed to Agent pursuant
to Section 6.11 below. No Loan Party owns any stock, partnership, or other ownership interest or other Equity Interests
except for Permitted Investments.


 


5.9 Tax
Returns and Payments. Each Loan Party and each of its Subsidiaries have timely filed all required tax returns and reports
(or appropriate extensions therefor), and such Loan Party and each of its Subsidiaries has timely paid all foreign, federal, state
and local taxes, assessments, deposits and contributions owed by such Loan Party or such Subsidiary, as applicable, except (a) to
the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted,
so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made
therefor, (b) if such taxes, assessments, deposits and contributions (other than Specified Tax Liabilities) do not, individually
or in the aggregate, exceed Fifty Thousand Dollars ($50,000), or (c) except for Specified Tax Liabilities which, as of the Closing
Date, have not yet been determined or assessed by a Governmental Authority and are not yet due, for which reserves, as determined
by Borrowers in good faith, have been established in accordance with GAAP.


 


5.10 Shares.
Such Loan Party has full power and authority to create a first lien on the Shares and no disability or contractual obligation
exists that would prohibit such Loan Party from pledging the Shares pursuant to this Agreement. There are no subscriptions, warrants,
rights of first refusal or other restrictions on transfer relative to, or options exercisable with respect to the Shares. The
Shares have been and will be duly authorized and validly issued, and are fully paid and non-assessable. The Shares are not the
subject of any present or threatened suit, action, arbitration, administrative or other proceeding, and such Loan Party knows
of no reasonable grounds for the institution of any such proceedings.


 


5.11 Compliance
with Laws.


 


(a) No
Loan Party or Subsidiary of Loan Party is an “investment company” or an “affiliated person” of, or “promoter”
or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company
Act of 1940 as amended.


 


(b) No
Loan Party or Subsidiary of a Loan Party is engaged, nor will it engage, principally or as one of its important activities, in
the business of extending credit for the purpose of “purchasing” or “carrying” any “margin security”
as such terms are defined in Regulation U of the Federal Reserve Board as now and from time to time hereafter in effect (such
securities being referred to herein as “Margin Stock”). None of the proceeds of the Loans or other extensions
of credit under this Agreement have been (or will be) used, directly or indirectly, for the purpose of purchasing or carrying
any Margin Stock, for the purpose of reducing or retiring any Indebtedness which was originally incurred to purchase or carry
any Margin Stock or for any other purpose which might cause any of the Loans or other extensions of credit under this Agreement
to be considered a “purpose credit” within the meaning of Regulation T, U or X of the Federal Reserve Board.


 



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(c) No
Loan Party has taken or permitted to be taken any action which might cause any Loan Document to violate any regulation of the
Federal Reserve Board. Neither the making of the Loans hereunder nor Loan Parties’ use of the proceeds thereof will violate
the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department
(31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. No Loan Party, nor
any of its Subsidiaries, nor any Affiliate of any Loan Party or of any Subsidiary, nor any present holder of Equity Interests
of any of the foregoing (i) is, or will become, a Person described or designated in the Specially Designated Nationals and Blocked
Persons List of the Office of Foreign Assets Control of the United States Department of Treasury (“OFAC”) or
in Section 1 of the Anti-Terrorism Order or similar sanctions laws of any other Governmental Authority including of any other
applicable jurisdiction, (ii) is, or will become, a citizen or resident of any country that is subject to embargo or trade sanctions
enforced by OFAC, (iii) is, or will become, a Person whose property or interest in property is blocked or subject to blocking
pursuant to Section 1 of the Anti-Terrorism Order, or (iv) engages or will engage in any dealings or transactions, or is or will
be otherwise associated, with any such Person.


 


(d) Each
Loan Party and its Subsidiaries are in compliance, in all material respects, with the USA Patriot Act. No part of the proceeds
from the Loans made hereunder has been (or will be) used, directly or indirectly, for any payments to any governmental official
or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign
Corrupt Practices Act of 1977, as amended.


 


(e) No
Reportable Event or Prohibited Transaction, as defined in ERISA has occurred or is reasonably expected to occur, and no Loan Party
has failed to meet the minimum funding requirements of ERISA. No Loan Party has violated any applicable environmental laws in
any material respect, maintains any properties or assets which have been designated in any manner pursuant to any environmental
protection statute as a hazardous materials disposal site, or has received any notice, summons, citation or directive from the
Environmental Protection Agency or any other similar Governmental Authority.


 


5.12 Full
Disclosure. No written representation, warranty or other statement of a Loan Party or any of its Subsidiaries in any certificate
or written statement by or on behalf of a Loan Party or any of its Subsidiaries in connection with this Agreement, as of the date
such representation, warranty, or other statement was made, taken together with all such written certificates and written statements
given, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained
in the certificates or statements not misleading in light of the circumstances under which they were made (it being recognized
that the projections and forecasts provided by any Loan Party in good faith and based upon reasonable assumptions are not viewed
as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected
or forecasted results).


 


6. AFFIRMATIVE
COVENANTS


 


Each
Loan Party shall, and shall cause each Subsidiary to, do all of the following:


 


6.1 Government
Compliance. Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions
of formation and maintain qualification in each jurisdiction in which the failure to so qualify could reasonably be expected to
have a Material Adverse Effect; comply, and cause each Subsidiary to comply, with all laws, ordinances and regulations to which
it is subject except where a failure to do so could not reasonably be expected to have a Material Adverse Effect; obtain all of
the Governmental Approvals required in connection with such Loan Party’s business and for the performance by each Loan Party
of its obligations under the Loan Documents to which it is a party and the grant of a security interest to Agent in accordance
therewith, and comply with all terms and conditions with respect to such Governmental Approvals.


 



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6.2 Financial
Statements, Reports, Certificates. Provide Agent with the following:


 


(a) Monthly
Financial Statements. Within 30 days after the last day of each month, a company prepared consolidated and consolidating balance
sheet, income statement and statement of cash flows covering Parent and its Subsidiaries’ operations for such month, in
form acceptable to Agent, certified by a Responsible Officer as having been prepared in accordance with GAAP, consistently applied,
except for the absence of footnotes, and subject to normal year-end adjustments.


 


(b) Monthly
Compliance Certificate. Within 30 days after the last day of each month and together with the monthly financial statements,
a duly completed Compliance Certificate signed by a Responsible Officer.


 


(c) Annual
Operating Budget and Financial Projections. Within 60 days after the end of each fiscal year of Parent (and promptly and within
five days of any material modification thereto), an operating budget, on a consolidated and consolidating basis (including income
statements, balance sheets and cash flow statements, by month) for the following calendar year, together with any related business
forecasts used in the preparation thereof, provided that, the foregoing projections shall be in form satisfactory to Agent.


 


(d) Annual
Audited Financial Statements. As soon as available, but no later than September 30, 2020, with respect to fiscal year 2019,
such due date to be made one month earlier relative to the prior year each year thereafter (except to the extent earlier required
to be filed with the Securities and Exchange Commission) audited consolidated financial statements prepared in accordance with
GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public
accounting firm reasonably acceptable to Agent, together with any management letter with respect thereto.


 


(e) Other
Statements. Within five days of delivery, copies of all statements, reports and notices generally made available to all Parent’s
Equity Interest holders or to all holders of Parent’s preferred stock or to any holders of Subordinated Debt.


 


(f) SEC
Filings. In the event that Parent becomes subject to the reporting requirements under the Exchange Act within five days of
filing, copies of all periodic and other reports, proxy statements and other materials filed by Parent with the Securities and
Exchange Commission.


 


(g) Legal
Action Notice. A prompt report of any legal actions pending or threatened in writing against any Loan Party or any of its
Subsidiaries that could result in damages or costs to any Loan Party or any of its Subsidiaries, individually or in the aggregate
for all related proceedings, of Five Hundred Thousand Dollars ($500,000) or more, or of any Loan Party or any of its Subsidiaries
taking or threatening legal action against any third person with respect to a material claim, and with respect to any pending
action or threatened action, a prompt report of any material development with respect thereto.


 


(h) Valuation
Reports; Capitalization Tables. A copy of each 409A valuation report as to Parent’s capital stock that Parent receives
after the Closing Date within five days after Parent’s receipt thereof, and an updated copy of Parent’s summary capitalization
table within five days of any material modification to the aggregate fully-diluted capitalization numbers as set forth in the
version most recently delivered to Agent.


 


(i) Board
Materials. At the same time and in the same manner as delivered to Board members (or, as applicable, the members of any committee
or subcommittee of the Board), copies of all materials that Parent provides to Board members (or committee or subcommittee members)
in connection with meetings of the Board or of any committee or subcommittee of the Board, including any reports with respect
to Borrowers’ operations or performance, and promptly after such meeting, minutes of such meetings; provided, however,
the foregoing may be subject to such exclusions and redactions as necessary in order to (A) preserve the confidentiality of highly
sensitive proprietary information, or (B) prevent impairment of the attorney client privilege with respect to pending or threatened
litigation.


 



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(j) Intellectual
Property Report. Together with the Compliance Certificate delivered at the end of each calendar quarter, a report in form
reasonably acceptable to Agent, listing any applications or registrations that any Loan Party or any of its Subsidiaries has made
or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations,
as well as any material change in any Loan Party or any of its Subsidiaries’ Intellectual Property.


 


(k) Other
Reports and Information. Together with the monthly financial reports, reports as to the following, in form acceptable to Agent:
accounts receivable and accounts payable aging, and any other information related to the financial or business condition of any
Loan Party as and when reasonably requested by Agent.


 


(l) Bank
Account Statements. At the end of each month, a copy of each account statement, with transaction detail, for each Deposit
Account or Securities Account of a Loan Party or any of its Subsidiaries, or within three days, upon Agent’s request, evidence
reasonably satisfactory to Agent of the balance maintained in any such Deposit Account or Securities Account.


 


(m) Annual
Tax Return. Within five days of filing, a copy of Parent’s federal income tax return, and any amendment thereto.


 


(n) Equity
Financing Documents. Together with the next Compliance Certificate due after the consummation of any preferred stock financing,
a copy of the documents entered into in connection with such financing.


 


(o) Evidence
of Insurance Renewal. Annually, prior to the expiration of Borrowers’ then-current liability and casualty property insurance
policies as required in accordance with Section 6.5, updated insurance certificates confirming required coverage and endorsements.


 


(p) Material
Tax Liabilities. Promptly, but in any event within three (3) Business Days of (i) the assessment by any tax authority
of Specified Tax Liabilities in an aggregate amount in excess of $100,000, which amount was not included in the determination
of the then-current Tax Reserve Amount, as in effect immediately prior to such to assessment, (ii) Borrowers’ determination
that the Tax Reserve Amount should be increased by an amount in excess of $100,000, or (iii) the determination by any Loan Party
that Specified Tax Liabilities in an aggregate amount in excess of $100,000, which amount was not included in the determination
of then-current Tax Reserve Amount are reasonably expected to become due.


 


(q) Use
of PPP Loan Proceeds, Estimates and Final Determination of PPP Loan Forgiveness. Together with each Compliance Certificate,
Borrower shall deliver a report detailing use of PPP Loan proceeds and updated estimates of PPP Loan forgiveness eligibility,
and upon final determination of PPP Loan forgiveness, evidence thereof, in each case, in accordance with Section 6.13.


 


Agent
may require each Loan Party to provide any required reports, notices and certificates through various electronic means, including
Agent’s portfolio monitoring online portal.


 


6.3 Inventory;
Returns. Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between a
Loan Party and its Account Debtors shall follow such Loan Party’s customary practices as they exist at the Closing Date.
Borrower Representative shall promptly notify Agent of all returns, recoveries, disputes and claims that involve more than Five
Hundred Thousand Dollars ($500,000).


 


6.4 Taxes;
Pensions.


 


(a) Timely
file, and cause each of its Subsidiaries to timely file, all required tax returns and reports and timely pay, and require each
of its Subsidiaries to timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by
such Loan Party and each of its Subsidiaries, except for deferred payment of any taxes contested pursuant to the terms of Section
5.9 or such other taxes, assessments, deposits and contributions (other than Specified Tax Liabilities) which do not, individually
or in the aggregate, exceed Fifty Thousand Dollars ($50,000), and shall deliver to Agent, on Agent’s reasonable request,
evidence satisfactory to Agent that such payments have been made, and pay all amounts necessary to fund all present pension, profit
sharing and deferred compensation plans in accordance with their terms.


 



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(b) If
the Tax Reserve Amount as of any date after the Closing Date exceeds the Approved Tax Reserve Amount, as in effect as of such
date, by an amount equal to (i) $100,000, plus (ii) the amount by which aggregate unrestricted cash of the Loan Parties,
as of such date of determination, exceeds $6,000,000, plus (iii) the aggregate amount by which EBITDA for then-most recent
twelve (12) month period ending as of the most recent date for which monthly reporting has been delivered in accordance herewith,
exceeds EBITDA as set forth in the Projections for such period (the amount by which the Tax Reserve Amount exceeds the Approved
Tax Reserve Amount, as adjusted pursuant to the foregoing calculation, is referred to herein as the “Excess Tax Liability
Amount”), Borrower Representative shall (w) provide written notice to Agent thereof, in accordance with Section 6.2(o),
(x) provide evidence of commitments satisfactory to Agent when available with respect to a financing consummated after the date
such Excess Tax Liability Amount is determined and involving the issuance by Parent of Equity Interests or Subordinated Debt that
would result in net cash proceeds (not including proceeds from the conversion or cancellation of Indebtedness) to Parent (“Qualified
Proceeds”) of not less than the Excess Tax Liability Amount; (y) shall receive Qualified Proceeds in an amount not less
than the Excess Tax Liability Amount no later than thirty (30) days after notice is given pursuant to the foregoing clause
(w), and (z) upon receipt of such Qualified Proceeds, shall apply the same to the payment of such Specified Tax Liabilities
(or, as applicable, hold such amounts in reserve for payment of such Specified Tax Liabilities when due). Notwithstanding the
foregoing, (A) excess EBITDA with respect to any month, if included in the calculation of the Excess Tax Liability Amount, shall
not be included in any future calculation of Excess Tax Liability Amount, (B) excess EBITDA with respect to any month prior to
June 2020 shall not be included in the calculation of Excess Tax Liability Amount.


 


6.5 Insurance.


 


(a) Keep,
and cause each Subsidiary to keep, its business and the Collateral insured for risks and in amounts standard for companies in
the Loan Parties’ industry and location and as Agent may reasonably request. Insurance policies shall be in a form, with
financially sound and reputable insurance companies that are not Affiliates of any Loan Party, and in amounts that are reasonably
satisfactory to Agent.


 


(b) Ensure
that proceeds payable under any property policy with respect to Collateral are, at Agent’s option, payable to Agent on account
of the Obligations. To that end, all property policies shall have a lender’s loss payable endorsement showing Agent as lender
loss payable, all liability policies shall show, or have endorsements showing, Agent as an additional insured, in each case, in
form reasonably satisfactory to Agent and as set forth on Exhibit D.


 


(c) Notwithstanding
the foregoing, (a) so long as no Event of Default has occurred and is continuing, the Loan Parties shall have the option
of applying the proceeds of any casualty policy up to Five Hundred Thousand Dollars ($500,000), in the aggregate per fiscal year,
toward the prompt replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property
(i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which
Agent has been granted a first priority security interest and (b) after the occurrence and during the continuance of an Event
of Default, all such proceeds shall, at the option of Agent, be payable to Agent on account of the Obligations.


 


(d) At
Agent’s request, Borrower Representative shall deliver certified copies of insurance policies and evidence of all premium
payments. Each provider of any such insurance required under this Section 6.5 shall agree, by endorsement upon the policy
or policies issued by it or by independent instruments furnished to Agent, that it will give Agent 30 days’ prior written
notice before any such policy or policies shall be canceled (or ten days’ notice for cancellation for non-payment of premiums).


 


(e) If
any Loan Party fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required
proof of payment to third persons and Agent, Agent may make all or part of such payment or obtain such insurance policies required
in this Section 6.5, and take any action under the policies Agent deems prudent.


 



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6.6 Deposit
and Securities Accounts.


 


(a) Maintain
Collateral Accounts only at the banks and other financial institutions identified in the Perfection Certificate or as disclosed
pursuant to a notice timely delivered pursuant to subsection (b) below. Borrowers shall further maintain an ACH payment
structure in favor of Agent, satisfactory to Agent.


 


(b) Provide
Agent five days prior written notice before establishing any Collateral Account at or with any bank, broker or other financial
institution, and upon opening such account, provide Agent with a written notice identifying the name, address of each bank or
other institution, the name in which the account is held, a description of the purpose of the account, and the complete account
number therefor. For each Collateral Account that any Loan Party at any time maintains, the applicable Loan Party shall cause
the applicable bank, broker or financial institution at or with which any Collateral Account is maintained to execute and deliver
an Account Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Agent’s
Lien in such Collateral Account in accordance with the terms hereunder which Account Control Agreement may not be terminated without
the prior written consent of Agent, provided that the foregoing shall not apply to the account ending in 8619 at Silicon Valley
Bank so long as such account is used exclusively to maintain funds that are not owned by any Loan Party.


 


6.7 Intellectual
Property.


 


(a) Protect,
defend and maintain the validity and enforceability of its Intellectual Property material to its business; promptly advise Agent
in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the
value of its Intellectual Property material to its business; not suffer any material claim of infringement that could reasonably
be expected to have a Material Adverse Effect unless such claim is dismissed within 30 days from initiation thereof or Borrowers
have demonstrated to Agent’s satisfaction that such proceedings are without merit and adequate reserves have been taken;
and not allow any Intellectual Property material to the Loan Parties’ business to be abandoned, forfeited or dedicated to
the public without Agent’s written consent.


 


(b) If
any Loan Party (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application
for any of the foregoing, whether as owner or licensee, or (ii) applies for any Patent or the registration of any Trademark, then
Borrower Representative shall promptly provide written notice thereof to Agent and shall execute such intellectual property security
agreements and other documents and take such other actions as Agent may request to perfect and maintain a first priority perfected
security interest in favor of Agent in such property. If a Loan Party decides to register any Copyrights or mask works in the
United States Copyright Office, Borrower Representative shall: (x) provide Agent with at least 15 days prior written notice of
such Loan Party’s intent to register such Copyrights or mask works together with a copy of the application it intends to
file with the United States Copyright Office (excluding exhibits thereto); and (y) execute an intellectual property security agreement
and such other documents and take such other actions as Agent may request to perfect and maintain a first priority perfected security
interest in favor of Agent in the Copyrights or mask works intended to be registered with the United States Copyright Office.


 


(c) Provide
written notice to Agent within ten days of any Loan Party entering or becoming bound by any Restricted License (other than off
the shelf software and services that are commercially available to the public). Each Loan Party shall take such steps as Agent
requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License
to be deemed “Collateral” and for Agent to have a security interest in it that might otherwise be restricted or prohibited
by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Agent
to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Agent’s
rights and remedies under this Agreement and the other Loan Documents.


 


6.8 Litigation
Cooperation. From the Closing Date and continuing through the termination of this Agreement, make available to Agent and Lenders,
without expense to Agent or Lenders, each Loan Party and its officers, employees and agents and each Loan Party’s books
and records, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party
suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to such Loan Party.


 


6.9 Access
to Collateral; Books and Records. Allow Agent, or its agents, at reasonable times, on three (3) Business Days’ notice
(provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and
copy such Loan Party’s Books in accordance with Section 6.13. Such inspections or audits shall be conducted no more
often than once every six (6) months unless an Event of Default has occurred and is continuing in which case such inspections
and audits shall occur as often as Agent shall determine is necessary. The foregoing inspections and audits shall be at Borrowers’
expense.


 



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6.10 Financial
Covenants.


 


(a) Liquidity.
Maintain at all times Unrestricted Cash in an amount not less than $3,000,000.


 


(b) Minimum
Revenue. Achieve Revenue for the periods and in amounts not less than the amounts set forth in the schedule below opposite
such periods:


 


	Fiscal
    quarter ended:	 	Minimum
    Revenue
	September
    30, 2020	 	$16,502,000
	December
    31, 2020	 	$15,356,000
	For
    each subsequent fiscal quarter	 	80%
    of Revenue for such period as set forth in the Projections


 


6.11 Joinder
of Subsidiaries.


 


(a) No
later than thirty (30) days after such time as a Loan Party or any of its Subsidiaries forms any direct or indirect Subsidiary
or acquires any direct or indirect Subsidiary after the Closing Date, or at any time upon Agent’s request with respect to
any Subsidiary whether existing as of the Closing Date or thereafter created or acquired: (i) provide written notice to Agent
together with certified copies of the Operating Documents for such Subsidiary, and (ii) as applicable, take all such action as
may be reasonably required by Agent to cause the applicable Subsidiary to either: (A) provide to Agent a joinder to this Agreement
pursuant to which such Subsidiary becomes a Loan Party hereunder, or (B) guarantee the Obligations of Loan Parties under the Loan
Documents and grant a security interest in and to the collateral of such Subsidiary (substantially as described on Exhibit B),
in each case together with such Account Control Agreements and other documents, instruments and agreements reasonably requested
by Agent, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority
Lien, subject to Permitted Liens) in and to the assets of such Subsidiary and to pledge all of the direct or beneficial Equity
Interests in such Subsidiary. With respect to Bolster.us, Inc. (“Bolster.us”), if at any time Borrowers collectively
beneficially own more than 50% of the outstanding Voting Stock of Bolster.us, Borrower Representative shall notify Agent thereof
within three Business Days thereof, and shall enter into such documents as Agent may reasonably require to cause Bolster.us to
become a Guarantor with respect to the Obligations. Any document, agreement, or instrument executed or issued pursuant to this
Section 6.11 shall be a Loan Document.


 


(b) Loan
Parties shall not permit Subsidiaries which are not Loan Parties, in the aggregate to (i) maintain cash and other assets with
an aggregate value for all such Subsidiaries in excess of 10% of consolidated assets of Parent and its Subsidiaries, tested on
the last day of each fiscal quarter, (ii) achieve revenue in excess of 10% of consolidated revenue of Parent and its Subsidiaries,
tested quarterly, for the twelve month period then ended, (iii) own any Intellectual Property which is material to the business
of Loan Parties as a whole, or (iv) be a party to any contracts which, if terminated, would result in a Material Adverse Effect,
without causing one or more of such Subsidiaries to enter into a joinder or guaranty in form reasonably satisfactory to Agent
with respect to the Obligations as Agent may request within fifteen days (or such other period as Agent may agree in writing).


 


6.12 Property
Locations.


 


(a) Provide
to Agent at least ten days’ prior written notice before adding any new offices or business or Collateral locations, including
warehouses (unless such new offices or business or Collateral locations qualify as Excluded Locations).


 


(b) With
respect to any property or assets of a Loan Party located with a third party, including a bailee, datacenter or warehouse (other
than Excluded Locations), Loan Parties shall use commercially reasonable efforts to cause such third party to execute and deliver
a Collateral Access Agreement for such location, including an acknowledgment from each of the third parties that it is holding
or will hold such property for Agent’s benefit. Loan Parties shall deliver to Agent each warehouse receipt, where negotiable,
covering any such property.


 


(c) With
respect to any property or assets of a Loan Party located on leased premises (other than Excluded Locations), Loan Parties shall
use commercially reasonable efforts cause such third party to execute and deliver a Collateral Access Agreement for such location.


 



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6.13 PPP
Loan Indebtedness. Borrower Representative shall cause the proceeds of the PPP Loan to be maintained in a separate Collateral
Account used exclusively for such purpose and designated as such in the Perfection Certificate, which Collateral Account shall
be subject to an Account Control Agreement in favor of Agent. All payments due in respect of the PPP Loan shall be funded from
such designated Collateral Account. Without Agent’s prior written consent, (i) no Loan Party shall make any payment in respect
of the PPP Loan other than required payments of principal and interest or any prepayment funded by the designated Collateral Account
if Borrower Representative determines prepayment is required or advisable in light of updated guidance with respect to the Paycheck
Protection Program provided by the Small Business Administration, the Department of the Treasury or any other applicable Governmental
Authority, and (ii) no material modification to the terms of the PPP Loan shall be entered into (other than changes due to applicable
law). Until the earlier to occur of (i) Agent’s receipt of evidence of the final determination of PPP Loan forgiveness,
and (ii) the repayment in full of the PPP Loan, with each Compliance Certificate, Borrower Representative shall deliver a report
setting forth in detail use of the PPP Loan proceeds (if any) and any updated estimate with respect to Loan forgiveness eligibility.
Upon final determination of the PPP Loan forgiveness amount, Borrower Representative shall promptly notify Agent thereof and provide
such other documents evidencing the same as Agent may reasonably request.


 


6.14 Management
Rights. Any representative of Lenders shall have the right to meet with management and officers of Borrowers to discuss such
books of account and records. In addition, Lenders shall be entitled at reasonable times and intervals to consult with and advise
the management and officers of Borrowers concerning significant business issues affecting Borrowers. Such consultations shall
not unreasonably interfere with any Loan Party’s business operations.


 


6.15 Board
Observer Rights. Parent shall invite a representative appointed by Agent (who shall be Mark Donnelly or, subject to the approval
of the Board which shall not be unreasonably withheld, another person designated by Agent) to attend all regular and special meetings
of the Board and any standing committees or subcommittees thereof in a non-voting observer capacity and, in this respect, shall
give such representative copies of all notices, minutes (including written consents in lieu of a board meeting), consents, and
other materials that it provides to its directors in their capacity as directors, at the same time and in the same manner as provided
to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary
manner with respect to all information so provided; and provided further, that Parent reserves the right to withhold any information
and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting
could (i) adversely affect the attorney-client privilege between Parent and its counsel with respect to pending or threatened
litigation, or (ii) result in disclosure of trade secrets or other highly confidential information. The rights pursuant to this
Section 6.15 shall, (i) prior to the achievement of the Performance Milestone, be suspended during any period in which
the Liquidity Threshold is met, and (ii) be terminated upon the achievement of the Performance Milestone.


 


6.16 Subordinated
Obligations. Within 30 days of the consummation of the SPAC Transaction, Parent shall pay all outstanding Subordinated Debt
to the extent such payment constitutes a Permitted Payment (as defined in the applicable Subordination Agreement) pursuant to
the applicable Subordination Agreement.


 


6.17 Further
Assurances. Execute any further instruments and take further action as Agent reasonably requests to perfect or continue Agent’s
Lien in the Collateral or to effect the purposes of this Agreement.


 


7. NEGATIVE
COVENANTS


 


No
Loan Party shall, or shall cause or permit any of its Subsidiaries to, do any of the following:


 


7.1 Dispositions.
Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”) all or any part of
its business or property, except for Permitted Transfers.


 



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7.2 Changes
in Business, Management, or Ownership. (a) Engage in any business other than the businesses currently engaged in by such
Person, as applicable, or reasonably related thereto; (b) cease doing business, or liquidate or dissolve; or (c) fail to provide
notice to Agent of any Key Person departing from or ceasing to be employed by Borrower within five days after departure from Parent;
(d)  permit or suffer a Change in Control, or (e) without at least ten days prior written notice to Agent (i) change its
jurisdiction of organization, (ii) change its organizational structure or type, (iii) change its legal name, or (iv) change
its organizational number (if any) assigned by its jurisdiction of organization.


 


7.3 Mergers
or Acquisitions. Merge or consolidate with any other Person, or acquire all or substantially all of the capital stock or property
of another Person or business line of another Person (including, without limitation, by the formation of any Subsidiary) or enter
into any agreement to do any of the same, provided that Permitted Acquisition or a Subsidiary merger or consolidation by any Subsidiary
with or into a Borrower shall be permitted, provided further, that in any merger or consolidation involving a Borrower, Borrower
shall always be the surviving entity, and in any transaction involving Parent, Parent shall be the surviving entity.


 


7.4 Indebtedness.
Create, incur, assume, or be liable for any Indebtedness, other than Permitted Indebtedness.


 


7.5 Encumbrance.
Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the
sale of any Accounts, except for Permitted Liens, or otherwise permit any Collateral not to be subject to the first priority security
interest granted herein, except in connection with Permitted Liens permitted to have priority over Agent’s Lien.


 


7.6 Maintenance
of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.6(b).


 


7.7 Distributions;
Investments. (a) Pay any dividends or make any distribution or payment in respect of its Equity Interests or redeem,
retire or purchase any of its Equity Interests provided that (i) Parent may convert any of its convertible Equity Interests
(including warrants) into other Equity Interests issued by Parent pursuant to the terms of such convertible securities or otherwise
in exchange thereof, (ii) Parent may convert Subordinated Debt issued by Parent into Equity Interests issued by Parent pursuant
to the terms of such Subordinated Debt and to the extent permitted under the terms of the applicable subordination or intercreditor
agreement with Agent; (iii) any Borrower or Subsidiary thereof may pay dividends solely in Equity Interests of such Borrower
or Subsidiary, and any Subsidiary may pay cash distributions to a Loan Party; (iv) Parent may make cash payments in lieu of fractional
shares; or (v) Parent may repurchase the Equity Interests issued by Parent pursuant to stock repurchase agreements approved by
the Board, provided that the aggregate amount of all such repurchases does not exceed Five Hundred Thousand Dollars ($500,000)
per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary),
other than Permitted Investments. Notwithstanding the foregoing, Loan Parties shall be permitted to make the repurchases pursuant
to clause (iv) above only if, at such time, and immediately after giving effect thereto: (i) no Default or Event of Default,
exists or could reasonably be expected to occur, (ii) each Loan Party is solvent, and (iii) such payment or distribution is permitted
under and is made in compliance with all applicable laws.


 


7.8 Transactions
with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of a Loan
Party, except for (a) transactions that are in the Ordinary Course of Business and on fair and reasonable terms that are no less
favorable to such Person than would be obtained in an arm’s length transaction with a non-affiliated Person; (b) bona fide
rounds of Subordinated Debt or equity financing by existing investors for capital raising purposes; and (c) reasonable and customary
director, officer and employee compensation and other customary benefits including retirement, health, stock option and other
benefit plans and indemnification arrangements approved by the Board.


 


7.9 Subordinated
Debt; Seller Indebtedness. (a) Make or permit any payment on any Subordinated Debt, except as permitted pursuant to the terms
of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject; (b) amend any
provision in any document relating to the Subordinated Debt which would increase the amount thereof, provide for earlier or greater
principal, interest, or other payments thereon, or adversely affect the subordination thereof to the Obligations; or (c) make
payments in respect of the Seller Indebtedness except in accordance the applicable Seller Subordination Agreement.


 






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7.10 Compliance.
Become an “investment company” or a company controlled by an “investment company”, under the Investment
Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin
stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Loan for
that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as
defined in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation, if
the violation could reasonably be expected to have a Material Adverse Effect; withdraw from participation in, permit partial or
complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and
deferred compensation plan which could reasonably be expected to result in any liability of a Loan Party or any of its Subsidiaries,
including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.


 


8. EVENTS
OF DEFAULT


 


Any
one of the following shall constitute an event of default (an “Event of Default”) under this Agreement:


 


8.1 Payment
Default. Any Loan Party fails to pay any Obligations after such Obligations are due and payable.


 


8.2 Covenant
Default.


 


(a) A
Borrower fails or neglects to perform any obligation in Section 3.3(b), Section 4.2, Sections 6.1, 6.2, 6.4,
6.5, 6.6, 6.7, 6.10, 6.11, or violates any covenant in Section 7; or


 


(b) A
Loan Party fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained
in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such
other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within fifteen (15)
days after the occurrence thereof, provided that no Loans shall be made during such cure period.


 


8.3 [Reserved.]


 


8.4 Attachment;
Levy; Restraint on Business.


 


(a) (i)
The service of process seeking to attach, by trustee or similar process, any funds of a Loan Party or of any of its Subsidiaries,
or (ii) a notice of Lien or levy is filed against the assets of any Loan Party or any of its Subsidiaries by any Governmental
Authority, and the same under clauses (i) and (ii) hereof are not, within ten days after the occurrence thereof, discharged
or stayed (whether through the posting of a bond or otherwise); provided, however, no Loans shall be made during any ten (10)
day cure period; or


 


(b) (i)
Any material portion of the assets of a Loan Party or any of its Subsidiaries is attached, seized, levied on, or comes into possession
of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents a Loan Party or any of its Subsidiaries
from conducting all or any material part of its business.


 


8.5 Insolvency.
(a) A Loan Party or any of its Subsidiaries, as a whole, is unable to pay its debts (including trade debts) as they become due
or otherwise becomes insolvent; (b) the realizable value of the Loan Parties’ assets is less than the aggregate sum of its
liabilities; (c) a Loan Party or any of its Subsidiaries begins an Insolvency Proceeding; or (d) an Insolvency Proceeding
is begun against a Loan Party or any of its Subsidiaries and is not dismissed or stayed within 30 days (but no Loans shall be
made while any of the conditions described in this Section 8.5 exist and/or until any Insolvency Proceeding is dismissed).


 


8.6 Other
Agreements. There is, under any agreement to which a Loan Party or any of its Subsidiaries is a party with a third party or
parties, (a) any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity
of any Indebtedness in an amount individually or in the aggregate in excess of Five Hundred Thousand Dollars ($500,000) (except
if such third party is restricted from accelerating the maturity of such Indebtedness, including pursuant to the terms of a subordination
or similar agreement in favor of Agent)f; or (b) any breach or default by a Loan Party or a Subsidiary of such Loan Party,
the result of which could have a Material Adverse Effect. Notwithstanding the foregoing, a default or breach caused solely by
a payment of deferred purchase price, earnout or similar amount or Subordinated Debt not made when due, shall not constitute an
Event of Default hereunder so long as the holder of such Indebtedness is restricted from exercising remedies with respect to any
Loan Party or Subsidiary or any assets thereof, or with respect to Subordinated Debt, that the applicable Subordination Agreement
remains in full force and effect.


 



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8.7 Judgments;
Penalties. One or more fines, penalties or final judgments, orders or decrees for the payment of money in an amount, individually
or in the aggregate, of at least Five Hundred Thousand Dollars ($500,000) shall be rendered against a Loan Party or any of its
Subsidiaries by any Governmental Authority, and the same are not, within ten days after the entry, assessment or issuance thereof,
vacated, or after execution thereof, stayed or bonded pending appeal, provided that no Loans will be made prior to the vacation,
stay, or bonding of such fine, penalty, judgment, order or decree, provided further that the entry of a confession of judgement
against any Loan Party with respect to a judgement in excess of $500,000 shall constitute an immediate Event of Default.


 


8.8 Misrepresentations.
Any Loan Party or any Person acting for such Loan Party makes any representation, warranty, or other statement now or later in
this Agreement, any Loan Document or in any writing delivered to Agent or any Lender or to induce any Lender to enter this Agreement
or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made.


 


8.9 Subordinated
Debt. Any Subordination Agreement governing any Subordinated Debt shall for any reason be revoked or invalidated or otherwise
cease to be in full force and effect, any party thereto shall be in breach thereof or contest in any manner the validity or enforceability
thereof or deny that it has any further obligation thereunder, or the Obligations shall for any reason not have the priority contemplated
by this Agreement.


 


8.10 Governmental
Approval. Any Governmental Approval shall have been revoked, rescinded, suspended, modified in an adverse manner or not renewed
for a full term, and such revocation, rescission, suspension, modification or non-renewal has, or could have, a Material Adverse
Effect.


 


8.11 Guaranty.
Any guaranty of any Obligations terminates or ceases for any reason to be in full force and effect.


 


9. AGENT’S
RIGHTS AND REMEDIES


 


9.1 Rights
and Remedies. Upon the occurrence and during the continuance of an Event of Default, Agent may, at its option, or upon election
by Required Lenders, shall, without notice or demand, do any or all of the following:


 


(a) declare
all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations
are immediately due and payable without any action by Agent or any Lender);


 


(b) stop
advancing money or extending credit for any Borrower’s benefit under this Agreement (and each Lender’s Commitment
shall be deemed terminated as long as an Event of Default has occurred and is continuing);


 


(c) verify
the amount of, demand payment of and performance under, and collect any Accounts and General Intangibles, settle or adjust disputes
and claims directly with Account Debtors for amounts on terms and in any order that Agent considers advisable, and notify any
Person owing a Loan Party money of Agent’s security interest in such funds;


 


(d) make
any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the
Collateral;


 


(e) ratably
apply to the Obligations any amount held by Agent or any Lender owing to or for the credit or the account of a Loan Party;


 


(f) ship,
reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral;


 


(g) deliver
a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Account Control Agreement
or similar agreements providing control of any Collateral;


 



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(h) demand
and receive possession of any Loan Party’s Books; and


 


(i) exercise
all rights and remedies available to Agent under the Loan Documents or at law or equity, including all remedies provided under
the Code (including disposal of the Collateral pursuant to the terms thereof).


 


Loan
Parties shall assemble the Collateral if Agent requests and make it available as Agent designates. Agent may enter premises where
the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise
any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Each Loan Party grants
Agent a license to enter and occupy any of its premises, without charge, to exercise any of Agent’s rights or remedies.
Agent is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, a Loan Party’s labels,
Patents, Copyrights, mask works, rights of use of any name, trade secrets, trade names, Trademarks, and advertising matter, or
any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral
and, in connection with Agent’s exercise of its rights under this Section, a Loan Party’s rights under all licenses
and all franchise agreements inure to Agent’s benefit.


 


9.2 Power
of Attorney. Each Loan Party hereby irrevocably appoints Agent (and any of Agent’s partners, managers, officers, agents
or employees) as its lawful attorney-in-fact, with full power of substitution, exercisable upon the occurrence and during the
continuance of an Event of Default, to: (a) send requests for verification of Accounts or notify Account Debtors of Agent’s
security interest and Liens in the Collateral; (b) endorse such Loan Party’s name on any checks or other forms of payment
or security; (c) sign such Loan Party’s name on any invoice or bill of lading for any Account or drafts against Account
Debtors schedules and assignments of Accounts, verifications of Accounts, and notices to Account Debtors; (d) settle and adjust
disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Agent determines reasonable; (e)
make, settle, and adjust all claims under such Loan Party’s insurance policies; (f) pay, contest or settle any Lien, charge,
encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any
action to terminate or discharge the same; (g) transfer the Collateral into the name of Agent or a third party as the Code permits;
and (h) dispose of the Collateral. Each Loan Party further hereby appoints Agent (and any of Agent’s partners, managers,
officers, agents or employees) as its lawful attorney-in-fact, with full power of substitution, regardless of whether or not an
Event of Default has occurred or is continuing to: (i) sign such Loan Party’s name on any documents and other Security Instruments
necessary to perfect or continue the perfection of, or maintain the priority of, Agent’s security interest in the Collateral,
(ii) take all such actions which such Loan Party is required, but fails to do under the covenants and provisions of the Loan Documents;
(iii) take any and all such actions as Agent may reasonably determine to be necessary or advisable for the purpose of maintaining,
preserving or protecting the Collateral or any of the rights, remedies, powers or privileges of Agent under this Agreement or
the other Loan Documents. Agent’s foregoing appointment as each Loan Party’s attorney in fact, and all of Agent’s
rights and powers, coupled with an interest, are irrevocable until all Obligations (other than contingent indemnification obligations
as to which no claim has been asserted or is known to exist) have been fully repaid, in cash, and otherwise fully performed and
all commitments to make Loans hereunder have been terminated.


 


9.3 Protective
Payments. If a Loan Party fails to obtain the insurance called for by Section 6.5 or fails to pay any premium thereon or fails
to pay any other amount which such Loan Party is obligated to pay under this Agreement or any other Loan Document or which may
be required to preserve the Collateral, Agent may obtain such insurance or make such payment, and all amounts so paid by Agent
are Secured Party Expenses and immediately due and payable, bearing interest at the then highest rate applicable to the Obligations,
and secured by the Collateral. Agent shall provide Borrower Representative with notice of Agent obtaining such insurance at the
time it is obtained or within a reasonable time thereafter. No payments by Agent are deemed an agreement to make similar payments
in the future or Agent’s waiver of any Event of Default.


 


9.4 Application
of Payments and Proceeds Upon Default. If an Event of Default has occurred and is continuing, Agent shall apply any payments
made by any Loan Party or any proceeds realized as the result of any collection of Accounts or other disposition of the Collateral,
or other exercise of secured party remedies pursuant to the Loan Documents, to the Obligations, as follows:


 


First,
to that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Secured Party Expenses
incurred by Agent) due to Agent in its capacity as such, until paid in full;


 






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Second,
to all advances made by Agent or any Lender to protect, preserve or defend the Collateral until repaid in full;


 


Third,
to that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest, fees and
other Obligations expressly described below) payable to the Lenders ratably among the Lenders in proportion to the respective
interests until paid in full;


 


Fourth,
to that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, ratably among
Lenders in proportion to the respective interests until paid in full;


 


Fifth,
to that portion of the Obligations constituting unpaid Final Payment or Prepayment Fee, ratably among the Lenders in proportion
to their respective interests until paid in full;


 


Sixth,
to that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the
respective interests until paid in full;


 


Seventh,
to all other Obligations that are due and payable to Agent, in its capacity as such, and Lenders, or any of them, on such date,
ratably among Agent and Lenders in proportion to the respective interests until paid in full; and


 


Eighth,
the balance, if any, to Borrowers or as otherwise required by applicable law.


 


Borrowers
shall remain liable to Agent and Lenders for any deficiency. If Agent, directly or indirectly, enters into a deferred payment
or other credit transaction with any purchaser at any sale of Collateral, Agent shall have the option, exercisable at any time,
of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations
until the actual receipt by Agent of cash or immediately available funds therefor.


 


9.5 Agent’s
Liability for Collateral. So long as Agent complies with reasonable secured lender practices regarding the safekeeping of
the Collateral in the possession or under the control of Agent, Agent shall not be liable or responsible for: (a) the safekeeping
of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act
or default of any carrier, warehouseman, bailee, or other Person. Loan Parties bear all risk of loss, damage or destruction of
the Collateral.


 


9.6 No
Waiver; Remedies Cumulative. Any failure by Agent or any Lender, at any time or times, to require strict performance by each
Loan Party of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Agent
or Lenders thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective
unless signed by the party granting the waiver and then is only effective for the specific instance and purpose for which it is
given. Agent and Lenders’ rights and remedies under this Agreement and the other Loan Documents are cumulative. Agent has
all rights and remedies provided under the Code, by law, or in equity. Agent or any Lender’s exercise of one right or remedy
is not an election and shall not preclude Agent or any Lender from exercising any other remedy under this Agreement or other remedy
available at law or in equity, and any waiver of any Event of Default is not a continuing waiver. Any delay in exercising any
remedy is not a waiver, election, or acquiescence.


 


9.7 Demand
Waiver. Each Loan Party waives presentment, demand, notice of default or dishonor, notice of payment and nonpayment, release,
compromise, settlement, extension, or renewal of accounts, documents, instruments or chattel paper.


 


9.8 Shares.
Each Loan Party recognizes that Agent may be unable to effect a public sale of any or all the Shares, by reason of certain prohibitions
contained in federal securities laws and applicable state securities laws or otherwise, and may be compelled to resort to one
or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire
such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Loan Party
acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were
a public sale and, agrees that any such lesser price or less favorable term shall not, in and of itself, cause any such private
sale to be deemed to not have been made in a commercially reasonable manner. Agent shall be under no obligation to delay a sale
of any of the Shares for the period of time necessary to permit the issuer thereof to register such securities for public sale
under federal securities laws or under applicable state securities laws, even if such issuer would agree to do so.


 



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10. NOTICES


 


All
notices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document
shall be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt
and three Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with
proper postage prepaid; (b) upon confirmation of receipt, when sent by electronic mail transmission; (c) one Business Day after
deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all
of which shall be addressed to the party to be notified and sent to the address, or email address indicated below. Agent and Loan
Parties may change their respective mailing or electronic mail addresses by giving the other party written notice thereof in accordance
with the terms of this Section 10.


 


	If
    to Loan Parties:	c/o
        Porch.com, Inc.

        2200
        1st Ave. S

        Seattle,
        WA 98134

        Attention:
        Chief Financial Officer

        Email:
        Marty@porch.com

	 	 
	With
    a copy, not constituting notice, to:	Sidley
        Austin LLP

        Building
        One, Suite 100

        1001
        Page Mill Road

        Palo
        Alto, CA 94304

        Attn:
        Pamela Martinson, Esq.

        Email:
        pmartinson@sidley.com

	 	 
	If
    to Agent:	Runway
        Growth Credit Fund Inc.

        205
        N Michigan Ave., Suite 4200

        Chicago,
        IL 60601

        Attention:
        Legal Reporting

        Email:
        legalreporting@runwaygrowth.com

        runwayagency@alterdomus.com

	 	 
	With
    a copy, not constituting notice, to:	Cooley
        LLP

        3175
        Hanover Street

        Palo
        Alto, CA 94304

        Attn:
        Cynthia Bai

        Email:
        cbai@cooley.com



 


11. CHOICE
OF LAW, VENUE AND JURY TRIAL WAIVER


 


Except
as otherwise expressly provided in any of the Loan Documents, this Agreement and the other Loan Documents shall be governed by,
and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law (other than
Section 5-1401 of the New York General Obligations Law). Each Loan Party hereby submits to the exclusive jurisdiction of the State
and Federal courts in New York County, City of New York, New York; provided, however, that nothing in this Agreement
shall be deemed to operate to preclude Agent from bringing suit or taking other legal action in any other jurisdiction to realize
on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Agent or
any Lender. Each Loan Party expressly submits and consents in advance to such jurisdiction in any action or suit commenced in
any such court, and each Loan Party hereby waives any objection that it may have based upon lack of personal jurisdiction, improper
venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate
by such court. Each Loan Party hereby waives personal service of the summons, complaints, and other process issued in such action
or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed
to such Loan Party at the address set forth in, or subsequently provided by such Loan Party in accordance with, Section 10
and that service so made shall be deemed completed upon the earlier to occur of a Loan Party’s actual receipt thereof
or three days after deposit in the U.S. mails, proper postage prepaid. Each Loan Party hereby expressly waives any claim to assert
that the laws of any other jurisdiction govern this Agreement.


 



    23


     


    

 


TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING
CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR ANYWHERE ELSE, EACH Loan Party AGREES THAT IT SHALL NOT
SEEK FROM agent or any lender UNDER ANY THEORY OF LIABILITY (INCLUDING ANY THEORY IN TORTS), ANY SPECIAL, INDIRECT, CONSEQUENTIAL
OR PUNITIVE DAMAGES. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.


 


This
Section 11 shall survive the termination of this Agreement.


 


12. GENERAL
PROVISIONS


 


12.1 Termination
Prior to Maturity Date; Survival. All covenants, representations and warranties made in this Agreement continue in full force
until this Agreement has terminated pursuant to its terms and all Obligations (other than contingent indemnification obligations
as to which no claim has been asserted or is known to exist and any other obligations which, by their terms, are to survive the
termination of this Agreement) have been satisfied in full, in cash and all commitments to extend credit pursuant to this Agreement
have terminated. So long as Borrowers have satisfied the Obligations (other than contingent indemnification obligations as to
which no claim has been asserted or is known to exist and any other obligations which, by their terms, are to survive the termination
of this Agreement), this Agreement and any remaining commitments to extend credit may be terminated prior to the Maturity Date
by Borrowers, by written notice of termination to Agent (whereupon Agent shall promptly provide a copy of such notice to Lenders).
Those obligations that are expressly specified in this Agreement as surviving this Agreement’s termination shall continue
to survive notwithstanding this Agreement’s termination.


 


12.2 Successors
and Assigns.


 


(a) Successors
and Assigns Generally. This Agreement binds and is for the benefit of the successors and permitted assigns of each party.
No Loan Party may assign this Agreement or any rights or obligations under it without Agent’s prior written consent (which
may be granted or withheld in Agent’s discretion).


 


(b) Assignments
by Lenders. Each Lender has the right, without the consent of or notice to Borrowers but subject to approval by Agent, not
to be unreasonably withheld (except no approval shall be required for any assignment to an Affiliate of the applicable Lender
or an Approved Fund), to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in,
such Lender’s obligations, rights, and benefits under this Agreement and the other Loan Documents (other than any Warrant)
as to which assignment, transfer and other such actions are governed by the terms thereof. Notwithstanding the foregoing, so long
as no Event of Default shall have occurred and is continuing,(i) no Lender shall assign its interest in the Loans and Loan Documents
to any Person who in the reasonable estimation of Agent is a direct competitor of Borrower and (ii) no Lender shall assign, negotiate,
or grant participation in all or any part of, or any interest in, such Lender’s obligations, rights, and benefits under
this Agreement and the other Loan Documents to any Person who is not a “United States person” (as defined in Section
7701(a)(30) of the Internal Revenue Code of 1986) and who has not provided, prior to the date of such assignment, negotiation
or participation, and from time to time thereafter upon request, a duly executed and completed IRS Form W-9 certifying that such
Person is a “United States person” and exempt from U.S. federal backup withholding tax, provided that such assignment
to a Person who is not a “United States person” shall be permitted (without the consent of Agent) if such Person has
provided, prior to the date of such assignment, negotiation or participation, and from time to time thereafter upon request, a
duly executed and completed IRS Form W-8 or otherwise complied with relevant tax laws and regulations.


 


(c)
Minimum Amounts.


 


(i) In
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time
owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that
equal at least the amount specified in Section 12.2(c)(ii) in the aggregate or in the case of an assignment to a Lender,
an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and


 



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(ii) In
any case not described in Section 12.2(c)(i) the aggregate amount of the Commitment or, if the applicable Commitment is
not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined
as of the date the Assignment Agreement with respect to such assignment is delivered to Agent) shall not be less than $1,000,000.


 


(d) Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.


 


(e) Required
Consents. No consent shall be required for any assignment except the consent of Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments in respect of any Loans to a Person who is not a Lender, an Affiliate of
a Lender or an Approved Fund.


 


(f) Assignment
Agreement. The parties to each assignment shall execute and deliver to Agent an Assignment Agreement, together with a processing
and recordation fee of $3,500; provided that Agent may, in its sole discretion, elect to waive such processing and recordation
fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Agent an administrative questionnaire,
all required tax forms (including pursuant to Section 12.2(b)) and any and all documentation and other information with respect
to the assignee that is required by regulatory authorities under applicable anti-money-laundering laws.


 


(g) No
Assignment to Certain Persons. Without Agent’s consent, no such assignment shall be made to (A) Borrowers or any of
Borrowers’ Affiliates or Subsidiaries or (B) to any defaulting Lender or any of its Subsidiaries, or any Person who, upon
becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).


 


(h) No
Assignment to Natural Persons. No such assignment shall be made to a natural Person (or a holding company, investment vehicle
or trust for, or owned and operated for the primary benefit of, a natural Person).


 


(i) Certain
Additional Payments. In connection with any assignment of rights and obligations of any defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions,
including funding, with the consent of Borrowers and Agent, the applicable pro rata share of Loans previously requested but not
funded by the defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay
and satisfy in full all payment liabilities then owed by such defaulting Lender to Agent and each other Lender hereunder (and
interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its
Pro Rata Share thereof. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any defaulting
Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the
assignee of such interest shall be deemed to be a defaulting Lender for all purposes of this Agreement until such compliance occurs.


 


(j) Register.
Agent, acting solely for this purpose as an agent of Borrowers, shall maintain at one of its offices a copy of each Assignment
Agreement delivered to it and a register for the recordation of the names and addresses of Lenders, the Commitments of, and principal
amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be conclusive absent manifest error, and Borrowers, Agent and Lenders shall treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement.
The Register shall be available for inspection by Borrowers and any Lender, at any reasonable time and from time to time upon
reasonable prior written notice. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary
agent of the Borrowers, maintain a register on which it enters the name and address of each participant and the principal amounts
(and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register
(including the identity of any participant or any information relating to a participant’s interest in any commitments, loans
or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish
that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary.


 



    25


     


    

 


12.3 Indemnification.
Each Loan Party agrees to indemnify, defend and hold Agent and each Lender and their respective directors, officers, employees,
agents, attorneys, or any other Person affiliated with or representing Lender (each, an “Indemnified Person”)
harmless against: (i) all obligations, demands, claims, and liabilities (including such claims, costs, expenses, damages
and liabilities based on liability in tort, including strict liability in tort) (collectively, “Claims”) claimed
or asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (ii) all losses or
expenses (including Secured Party Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of,
following from, consequential to, or arising from transactions among Agent, Lenders and Loan Parties (including reasonable attorneys’
fees and expenses), except for Claims and/or losses to the extent directly caused by such Indemnified Person’s gross negligence
or willful misconduct, as finally determined by a court of competent jurisdiction. This Section 12.3 shall survive until
all statutes of limitation with respect to the Claims, losses, and expenses for which indemnity is given shall have run. This
Section 12.3 shall not apply with respect to taxes (including any interest, additions to tax or penalties applicable thereto)
other than any taxes that represent losses, claims, damages, etc. arising from any non-tax claim.


 


12.4 Borrower
Liability. If any Person is joined to this Agreement as a Borrower, the following provisions shall apply: Each Borrower hereunder
shall be jointly and severally obligated to repay all Loans made hereunder, regardless of which Borrower actually receives said
Loan, as if each Borrower hereunder directly received all Loans. Each Borrower waives (a) any suretyship defenses available to
it under the Code or any other applicable law, and (b) any right to require Agent to: (i) proceed against any Borrower or any
other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Agent may exercise or not exercise
any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial
sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related
document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any
law subrogating Borrower to the rights of Agent under this Agreement) to seek contribution, indemnification or any other form
of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the
Obligations, for any payment made by such Borrower with respect to the Obligations in connection with this Agreement or otherwise
and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment
made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification,
reimbursement or any other arrangement prohibited under this Section shall be null and void. If any payment is made to a Borrower
in contravention of this Section, such Borrower shall hold such payment in trust for Lenders and such payment shall be promptly
delivered to Agent, for the ratable benefit of Lenders, for application to the Obligations, whether matured or unmatured.


 


12.5 Time
of Essence. Time is of the essence for the performance of all Obligations in this Agreement.


 


12.6 Severability
of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability
of any provision.


 


12.7 Correction
of Loan Documents. Agent may correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement
of the parties.


 


12.8 Amendments
in Writing; Waiver; Integration. No purported amendment or modification of any Loan Document, or waiver, discharge or termination
of any obligation under any Loan Document, shall be enforceable or admissible unless, approved by Borrower Representative, on
behalf of the Loan Parties, Agent and Required Lenders, provided that an amendment implementing a Replacement Reference Rate proposed
by Agent (subject to consultation with Borrower Representative) shall become effective without written amendment to this Agreement
on the tenth (10th) Business Day after the draft amendment is provided by Agent to all other parties to this Agreement
unless Agent has received written notice from Required Lenders objecting to such amendment prior to such date, and provided further,
that any of the following amendments or modifications shall be binding upon any Lender only if such amendment or modification
is duly executed by such Lender:


 


(a) any
amendment that has the effect of decreasing (or forgiving) any principal amount of any Loan outstanding, accrued interest thereon,
or any fees payable to Lenders shall require the written consent of each affected Lender;


 



    26


     


    

 


(b) any
amendment that has the effect of increasing any Commitment shall require the written consent of each affected Lender;


 


(c) any
amendment that has the effect of releasing a Loan Party from, or consent to a Loan Party’s assignment or delegation of,
such Loan Party’s obligations hereunder or under any other applicable Loan Document, including any Guaranty (which shall
be deemed to affect all Lenders) shall require the written consent of each affected Lender;


 


(d) any
amendment that has the effect of releasing all or substantially all Collateral or subordinating the lien granted in favor of Agent
securing the Obligations shall require the written consent of each affected Lender;


 


(e) any
extension of the Payment Date for any scheduled payment of principal or interest or any extension to any scheduled maturity date,
shall require the consent of each Lender holding any portion of the Loan to which such extension applies;


 


(f) any
reduction in the stated rate of interest payable hereunder shall require the consent of each Lender to whom such interest or fee
is due;


 


(g) any
amendment, waiver or modification that has the effect of eliminating or reducing the voting rights of any Lender under this Section
12.8 shall require the consent of each such affected Lender;


 


(h) any
amendment or waiver of pro rata application of payments or collateral proceeds or any amendment or modification to provisions
specifying the order or manner of application of payments or proceeds shall require the consent of each Lender;


 


(i) any
amendment or modification to the defined term “Required Lenders” shall require the consent of each Lender;


 


(j) any
amendment or modification to the application of payments set forth in Section 9.4 shall require the consent of each Lender;
and


 


(k) any
amendment, waiver or modification to this Section 12.8 shall require the consent of each affected Lender.


 


Without
limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance
or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document.
Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent
or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any
further waiver. 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 among the parties about the subject
matter of the Loan Documents merge into the Loan Documents.


 


12.9 Counterparts;
Electronic Execution of Documents. This Agreement and any other Loan Documents, except to the extent otherwise required pursuant
to the terms hereof or thereof, may be executed in any number of counterparts and by different parties on separate counterparts,
each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement. The words “execution,”
“signed,” “signature” and words of like import in any Loan Document shall be deemed to include electronic
signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability
as a manually executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided
for in any applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act. Delivery
of an executed counterpart of a signature page of any Loan Document by electronic means including by email delivery of a “.pdf”
format data file shall be effective as delivery of an original executed counterpart of such Loan Document.


 



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12.10 Confidentiality.
In handling any confidential information, Agent and each Lender agree to exercise the same degree of care that it exercises for
its own proprietary information, but disclosure of information may be made: (a) to its Subsidiaries or Affiliates; (b) to prospective
transferees or purchasers of any interest in the Loans; (c) as required by law, regulation, subpoena, or other order and
in connection with reporting obligations applicable to Agent or such Lender, including pursuant to the Securities Exchange Act
of 1934, as amended; (d) to Agent or the applicable Lender’s regulators or as otherwise required in connection with
any examination or audit; (e) as Agent or the applicable Lender considers appropriate in connection with the exercise of
remedies with respect to the Obligations; and (f) to third-party service providers of Agent or Lenders so long as such service
providers are bound by confidentiality terms not more permissive than the terms hereof. Confidential information does not include
information that is either: (i) in the public domain or in Agent or any Lender’s possession when disclosed to Agent
or Lender, as applicable, or becomes part of the public domain (other than as a result of its disclosure by Agent or the applicable
Lender in violation of this Agreement) after disclosure to Agent or such Lender, as applicable; or (ii) disclosed to Agent
or the applicable Lender by a third party, if Agent or such Lender, as applicable, does not know that the third party is prohibited
from disclosing the information. The provisions of this paragraph shall survive the termination of this Agreement.


 


12.11 Borrower
Representative. Each of the Borrowers hereby appoints Borrower Representative to act as its exclusive agent for all purposes
under the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of
any Loan). Each of the Borrowers acknowledges and agrees that (a) Borrower Representative may execute such documents on behalf
of any Borrower as Borrower Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated
by all of the terms of any such document executed by Borrower Representative on its behalf, (b) any notice or other communication
delivered hereunder to Borrower Representative shall be deemed to have been delivered to each Borrower and (c) Agent and any Lender
shall accept (and shall be permitted to rely on) any document or agreement executed by Borrower Representative on behalf of Borrowers
(or any of them). Borrower shall act through Borrower Representative for all purposes under this Agreement and the other Loan
Documents. Notwithstanding anything contained herein to the contrary, to the extent any provision in this Agreement requires any
Borrower to interact in any manner with Agent or any Lender, such Borrower shall do so through Borrower Representative.


 


12.12 Tax
Treatment. Each party hereto hereby acknowledges and agrees that the Loans made on the Closing Date are part of an investment
unit within the meaning of Section 1273(c)(2) of the Internal Revenue Code of 1986, as amended, which includes the Warrants. As
promptly as practicable following the Closing Date, Agent shall deliver to Borrower Representative, Lenders’ determination
of the “issue price” of such investment unit allocated to the Loans made on the Closing Date under Section 1273(b)
of the Internal Revenue Code, and the aggregate fair market value of the Warrants on the Closing Date, based on a valuation performed
by Lenders’ tax advisors. Upon notification of such valuation by Agent to Borrower Representative, each party hereto agrees
to use the issue price for United States federal, state and local income tax purposes, along with the supporting calculations,
and fair market value, as applicable, as determined in accordance with the foregoing, for all income tax purposes with respect
to this transaction, unless otherwise required by the IRS or another Governmental Authority following an audit or examination.


 


12.13 Captions.
The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.


 


12.14 Construction
of Agreement. The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation
of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the
uncertainty to exist.


 


12.15 Relationship.
The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do not
intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different
from those of parties to an arm’s-length contract.


 


12.16 Third
Parties. Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights or remedies
under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors
and assigns; (b) relieve or discharge the obligation or liability of any person not an express party to this Agreement; or (c)
give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.


 






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12.17 Appointment
of Agent.


 


(a) Each
Lender hereby appoints Agent to act on behalf of Lenders as administrative agent and collateral agent under this Agreement and
the other Loan Documents, and to hold and enforce any and all Liens on Collateral granted by any of the Loan Parties to secure
any of the Obligations. The provisions of this Section 12.17 are solely for the benefit of Agent and Lenders and no Loan
Party nor any other Person shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its
functions and duties under this Agreement, Agent does not assume and shall not be deemed to have assumed any obligation toward
or relationship of agency or trust with or for any Loan Party or any other Person. Agent shall not have any duties or responsibilities
except for those expressly set forth in this Agreement and the other Loan Documents, together with such powers as are reasonably
related thereto. The duties of Agent shall be mechanical and administrative in nature and Agent shall not have, or be deemed to
have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender.


 


(b) If
Agent shall request instructions from Lenders with respect to any act or action (including failure to act) in connection with
this Agreement or any other Loan Document, then Agent shall be entitled to refrain from such act or taking such action unless
and until it shall have received instructions from Lenders, and Agent shall incur no liability to any Person by reason of so refraining.
Agent shall be fully justified in failing or refusing to take any action hereunder or under any other Loan Document for any reason.
Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent’s
acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of Lenders.


 


(c) Agent
may perform any and all of its duties and exercise its rights and powers hereunder by or through any one or more sub-agents appointed
by Agent. Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through
their respective and their respective related parties. The exculpatory provisions of this Section 12 shall apply to any
such sub-agent and to the related parties of such Agent and any such sub-agent. No Agent shall be responsible for the negligence
or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and non-appealable
judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.


 


(d) Neither
Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for
damages solely caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent
jurisdiction. Without limitation of the generality of the foregoing, Agent: (i) may consult with legal counsel, independent
chartered accountants and other experts and consultants selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel, accountants, experts or consultants; (ii) makes
no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations
made in or in connection with this Agreement or the other Loan Documents; (iii) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents
on the part of any Loan Party or to inspect the Collateral (including the books and records) of any Loan Party; (iv) shall
not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value
of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall
incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate
or other instrument or writing (which may be by email, telecopy, telegram, cable or telex) believed by it to be genuine and signed
or sent by the proper party or parties.


 


(e) With
respect to its Commitments and Loans hereunder, Agent shall have the same rights and powers under this Agreement and the other
Loan Documents as any other Lender and may exercise the same as though it were not Agent; and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated, include Agent in its individual capacity (to the extent it
holds any Obligations owing to Lenders or Commitments hereunder). Agent and each of its Affiliates may lend money to, invest in,
and generally engage in any kind of business with, any Loan Party, any of their Affiliates and any Person who may do business
with or own securities of any Loan Party or any such Affiliate, all as if Agent was not Agent and without any duty to account
therefor to Lenders. Agent and its Affiliates may accept fees and other consideration from any Loan Party for services in connection
with this Agreement or otherwise without having to account for the same to Lenders.


 






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(f) Each
Lender acknowledges that it has, independently and without reliance upon Agent or any other Lender, made its own credit and financial
analysis of the Loan Parties and its own decision to enter into this Agreement. Each Lender also acknowledges that it will, independently
and without reliance upon Agent or any other Lender and based on such documents and “know your customer” information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this
Agreement. Each Lender acknowledges the potential conflict of interest of each other Lender as a result of Lenders holding disproportionate
interests in the Loans, and expressly consents to, and waives any claim based upon, such conflict of interest.


 


(g) Each
Lender agrees to indemnify Agent (to the extent not reimbursed by Loan Parties and without limiting the obligations of Loan Parties
hereunder), ratably according to its respective Pro Rata Share, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by, or asserted against Agent in any way relating to or arising out of this Agreement or any other Loan Document
or any action taken or omitted by Agent in connection therewith; provided, however, that no Lender shall be liable
for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from Agent’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.
Without limiting the foregoing, each Lender agrees to reimburse Agent promptly upon demand for its ratable share of any out-of-pocket
expenses (including reasonable and documented counsel fees) incurred by Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement and each other Loan Document, to the extent that Agent is
not reimbursed for such expenses by the Loan Parties.


 


(h) Agent
may resign at any time by giving not less than 30 days’ prior written notice thereof to Lenders and Borrowers. Upon any
such resignation, Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed
by Lenders and shall have accepted such appointment within 30 days after Agent’s giving notice of resignation, then Agent
may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment,
or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution
if such commercial bank or financial institution has combined capital of at least $300,000,000. If no successor Agent has been
appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning Agent,
such resignation shall become effective and Lenders shall thereafter perform all the duties of Agent hereunder until such time,
if any, as Lenders appoint a successor Agent as provided above. Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of
the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or the effective
date of the resigning Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations under
this Agreement and the other Loan Documents, except that any indemnity, expense reimbursement or other rights in favor of such
resigning Agent shall continue. After any resigning Agent’s resignation hereunder, the provisions of this Section 12.17
shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and
the other Loan Documents.


 


(i) In
addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the
occurrence and during the continuance of any Event of Default, with the prior written consent of Agent, each Lender and each holder
of any Obligation is hereby authorized at any time or from time to time, without notice to any Loan Party or to any other Person,
any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all balances held by it at any
of its offices for the account of any Loan Party or any Subsidiary of a Loan Party (regardless of whether such balances are then
due to such Loan Party or such Subsidiary) and any other properties or assets any time held or owing by that a Lender or that
holder to or for the credit or for the account of any Loan Party or any Subsidiary of a Loan Party against and on account of any
of the Obligations which are not paid when due. Any Lender or holder of any Obligation exercising a right to set off or otherwise
receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof in accordance with the terms of this
Agreement relating to the priority of the repayment of the Obligations shall purchase for cash (and the other Lenders or holders
shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would
be necessary to cause such Lender to share the amount so set off or otherwise received with each other Lender or holder in accordance
with their respective Pro Rata Shares and in accordance with the terms of this Agreement relating to the priority of the repayment
of the Obligations. Each Loan Party agrees, to the fullest extent permitted by law, that (i) any Lender or holder may exercise
its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in
such amount so set off to other Lenders and holders and (ii) any Lender or holders so purchasing a participation in the Loans
made or other Obligations held by other Lenders or holders may exercise all rights of set-off, bankers’ Lien, counterclaim
or similar rights with respect to such participation as fully as if such Lender or holder were a direct holder of the Loans and
the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the set-off
amount or payment otherwise received is thereafter recovered from Lender that has exercised the right of set-off, the purchase
of participations by that Lender shall be rescinded and the purchase price restored without interest.


 



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(j) Nothing
in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to
relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers may have
against any Lender as a result of any default by such Lender hereunder. To the extent that Agent advances funds to Borrowers on
behalf of any Lender and is not reimbursed therefor on the same Business Day as such advance is made, Agent shall be entitled
to retain for its account all interest accrued on such advance until reimbursed by the applicable Lender.


 


(k) If
Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be
received by Agent from Borrowers and such related payment is not received thereby, then Agent will be entitled to recover such
amount from such Lender on demand without set-off, counterclaim or deduction of any kind.


 


(l) If
Agent determines at any time that any amount received thereby under this Agreement shall be returned to Borrowers or paid to any
other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement
or any other Loan Document, Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender
will repay to Agent on demand any portion of such amount that Agent has distributed to such Lender, together with interest at
such rate, if any, as Agent is required to pay to Borrowers or such other Person, without set-off, counterclaim or deduction of
any kind.


 


(m) Agent
shall be deemed to have no knowledge of any Event of Default unless such Agent shall have received written notice thereof from
a Lender or a Loan Party stating that it is a “notice of Default” and an Event of Default has occurred. Agent will
use reasonable efforts to provide Lenders with any written notice of Event of Default received by Agent from, or delivered by
Agent to, any Loan Party; provided, however, that Agent shall not be liable to any Lender for any failure to do
so, except to the extent that such failure is attributable solely to Agent’s gross negligence or willful misconduct as finally
determined by a court of competent jurisdiction.


 


(n) Anything
in this Agreement or any other Loan Document to the contrary notwithstanding, each Lender hereby agrees with each other Lender
and with Agent that no Lender shall take any action to protect or enforce its rights arising out of this Agreement or any other
Loan Document (including exercising any rights of set-off) without first obtaining the prior written consent of Agent, it being
the intent of Lenders that any such action to protect or enforce rights under this Agreement and the other Loan Documents shall
be taken in concert and at the direction or with the consent of Agent or Lenders.


 


12.18 Ratable
Payments.


 


(a) Except
as set forth in subsection (b) below or to the extent that this Agreement expressly provides for payments to be allocated
to a particular Lender or Lenders, if any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain
payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s
receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations
greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify
Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other
Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other
amounts owing them.


 






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(b) In
connection with a mandatory partial prepayment in accordance with Section 2.2(d)(ii), the proceeds of such prepayment shall
be applied ratably to the repayment of outstanding principal and accrued interest obligations owing to Midcap Financial Trust
and ORIX Growth Capital, LLC in accordance with their respective outstanding commitments hereunder.


 


(c) All
payments with respect to the Obligations shall be made to Agent by wire transfer in accordance with written instructions from
Agent or shall be debited by Agent in accordance with Section 2.5. Payments shall be applied by Agent to the Obligations,
in such order and manner as is required pursuant to the express terms hereof. If a payment hereunder becomes due and payable on
a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day, and interest shall
be payable thereon during such extension.


 


(d) If
Agent receives any payment for the account of Lenders on or prior to 2:00 p.m. (Eastern time) on any Business Day, Agent shall
pay to each applicable Lender the portion thereof required to be paid to Lender under the terms hereof on such Business Day. If
Agent receives any payment for the account of Lenders after 2:00 p.m. (Eastern time) on any Business Day, Agent may, in its discretion,
pay to each applicable Lender the portion thereof required to be paid to Lender under the terms hereof on the next Business Day.


 


12.19 Notices.
All notices, financial reporting and other information required to be delivered pursuant to this Agreement shall be provided to
Agent, provided that Agent shall deliver copies of all material notices, financial reporting or other material information to
each Lender within one Business Day of receipt thereof by Agent in accordance with the notice information provided in Schedule
2.


 


13. GUARANTY


 


13.1 Guaranty.
Each Guarantor, who has executed this Agreement as of the date hereof, together with each Loan Party who accedes to this Agreement
as a Guarantor after the date hereof pursuant to Section 6.11 hereby, jointly and severally, unconditionally and irrevocably,
guarantees to Agent and Lenders the prompt and complete payment and performance by Borrowers and the other Loan Parties when due
(whether at the stated maturity, by acceleration or otherwise) of the Obligations. In furtherance of the foregoing, and without
limiting the generality thereof, each Guarantor agrees as follows:


 


(a) each
Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Guarantor and shall not be
contingent upon any exercise or enforcement of any remedy it or they may have against a Borrower, or any other Guarantor or other
Person liable in respect of the Obligations, or all or any portion of the Collateral; and


 


(b) Agent
and Lenders may enforce this guaranty notwithstanding the existence of any dispute between Agent or any Lender and a Borrower
or any other Guarantor with respect to the existence of any Event of Default.


 


13.2 Maximum
Liability. Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor
shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating
to the insolvency of debtors (after giving effect to the right of contribution established in Section 13.5).


 


13.3 Termination.
The guaranty pursuant to this Section 13 shall remain in full force and effect until the Termination Date.


 


13.4 Unconditional
Nature of Guaranty. No payment made by a Borrower, Guarantor, any other guarantor or any other Person or received or collected
by Agent or any Lender from a Borrower, Guarantor, any other guarantor or any other Person by virtue of any action or proceeding
or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations
shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding
any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected
from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor
hereunder until the Termination Date.


 



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13.5 Right
of Contribution. If in connection with any payment made by any Guarantor hereunder any rights of contribution arise in favor
of such Guarantor against one or more other Guarantors, such rights of contribution shall be subject to the terms and conditions
of Section 13.6. The provisions of this Section 13.5 shall in no respect limit the obligations and liabilities
of any Guarantor to Agent and Lenders, and each Guarantor shall remain liable to Agent and Lenders for the full amount guaranteed
by such Guarantor hereunder.


 


13.6 No
Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor
by Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of Agent or any Lender against a
Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by Agent or such Lender for the
payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from a Borrower
or any other Guarantor in respect of payments made by such Guarantor hereunder, in each case, until the Termination Date. If any
amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Termination Date, such amount
shall be held by such Guarantor in trust for Agent or Lender, as applicable, shall be segregated from other funds of such Guarantor,
and shall, forthwith upon receipt by such Guarantor, be turned over to Agent or such Lender, as applicable, in the exact form
received by such Guarantor (duly indorsed by such Guarantor to Agent or such Lender, as applicable, if required), to be applied
to the Obligations, irrespective of the occurrence or the continuance of any Event of Default.


 


13.7 Amendments,
etc. with respect to the Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation
of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the
Obligations made by Agent may be rescinded by Agent and any of the Obligations continued, and the Obligations, or the liability
of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by Agent, and this Agreement, the other Loan Documents and any other documents executed and delivered
in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with their respective
terms, and any collateral security, guarantee or right of offset at any time held by Agent or Lender for the payment of the Obligations
may be sold, exchanged, waived, surrendered or released. Agent shall have no obligation to protect, secure, perfect or insure
any Lien at any time held by it as security for the Obligations or for the guarantee pursuant to this Section 13 or any
property subject thereto.


 


13.8 Guarantee
Absolute and Unconditional; Guarantor Waivers; Guarantor Consent. Each Guarantor waives any and all notice of the creation,
renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by Agent or lender upon the guaranty
contained in this Section 13 or acceptance of this guaranty. The Obligations shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this guaranty. All dealings between
Borrowers, Guarantors, Agent and Lenders shall be conclusively presumed to have been had or consummated in reliance upon this
guaranty. Each Guarantor further waives:


 


(a) diligence,
presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the other Guarantors
with respect to the Obligations;


 


(b) any
right to require Agent or any Lender to marshal assets in favor of any Borrower, such Guarantor, any other Guarantor or any other
Person, to proceed against any Borrower, any other Guarantor or any other Person, to proceed against or exhaust any of the Collateral,
to give notice of the terms, time and place of any public or private sale of personal property security constituting the Collateral
or other collateral for the Obligations or to comply with any other provisions of Section 9-611 of the Code (or any equivalent
provision of any other applicable law) or to pursue any other right, remedy, power or privilege of Agent or Lender whatsoever;


 


(c) the
defense of the statute of limitations in any action hereunder or for the collection or performance of the Obligations;


 


(d) any
defense arising by reason of any lack of corporate or other authority or any other defense of any Borrower, such Guarantor or
any other Person;


 


(e) any
defense based upon Agent or any Lender’s errors or omissions in the administration of the Obligations;


 


(f) any
rights to set-offs and counterclaims;


  


(g) any
defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which
destroys or impairs the subrogation rights of such Guarantor or the right of such Guarantor to proceed against any Borrower or
any other obligor of the Obligations for reimbursement; and


 


(h) without
limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived
from or afforded by applicable law that limit the liability of or exonerate guarantors or sureties, or which may conflict with
the terms of this Agreement.


 



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Each
Guarantor understands and agrees that the guarantee contained in this Section 13 shall be construed as a continuing, absolute
and unconditional guarantee of payment without regard to (i) the validity or enforceability of this Agreement or any other Loan
Document, any of the Obligations or any other collateral security therefor or guaranty or right of offset with respect thereto
at any time or from time to time held by Agent or any Lender, (ii) any defense, set-off or counterclaim (other than a defense
of payment or performance) which may at any time be available to or be asserted by any Borrower or any other Person against Agent
or Lender, or (iii) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower or such Guarantor)
which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the Obligations, or
of such Guarantor under this guaranty, in bankruptcy or in any other instance, (iv) any Insolvency Proceeding with respect to
any Borrower, any Guarantor or any other Person, (v) any merger, acquisition, consolidation or change in structure of any Borrower,
any Guarantor or any other Person, or any sale, lease, transfer or other disposition of any or all of the assets or Equity Interests
of any Borrower, any Guarantor or any other Person, (vi) any assignment or other transfer, in whole or in part, of Agent or any
Lender’s interests in and rights under this Agreement or the other Loan Documents, including Agent or any Lender’s
right to receive payment of the Obligations, or any assignment or other transfer, in whole or in part, of Agent’s interests
in and to any of the Collateral, (vii) Agent’s vote, claim, distribution, election, acceptance, action or inaction in any
Insolvency Proceeding related to any of the Obligations, and (viii) any other guaranty, whether by such Guarantor or any other
Person, of all or any part of the Obligations or any other indebtedness, obligations or liabilities of any Guarantor to Agent
or any Lender. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor,
Agent may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may
have against any Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations
or any right of offset with respect thereto. Any failure by Agent to make any such demand, to pursue such other rights or remedies
or to collect any payments from any Borrower, any other Guarantor or any other Person or to realize upon any such collateral security
or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other Person
or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability
hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of
Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance
of any legal proceedings.


 


13.9 Modifications
to the Obligations. Each Guarantor further unconditionally consents and agrees that, without notice to or further assent from
any Guarantor: (a) the principal amount of the Obligations may be increased or decreased and additional indebtedness or obligations
of a Borrower or any other Persons under the Loan Documents may be incurred, by one or more amendments, modifications, renewals
or extensions of any Loan Document or otherwise; (b) the time, manner, place or terms of any payment under any Loan Document may
be extended or changed, including by an increase or decrease in the interest rate on any Obligation or any fee or other amount
payable under such Loan Document, by an amendment, modification or renewal of any Loan Document or otherwise; (c) the time for
a Borrower’s (or any other Loan Party’s) performance of or compliance with any term, covenant or agreement on its
part to be performed or observed under any Loan Document may be extended, or such performance or compliance waived, or failure
in or departure from such performance or compliance consented to, all in such manner and upon such terms as Agent and applicable
Lenders may deem proper; (d) in addition to the Collateral, Agent may take and hold other security (legal or equitable) of any
kind, at any time, as collateral for the Obligations, and may, from time to time, in whole or in part, exchange, sell, surrender,
release, subordinate, modify, waive, rescind, compromise or extend such security and may permit or consent to any such action
or the result of any such action, and may apply such security and direct the order or manner of sale thereof; (e) Agent may discharge
or release, in whole or in part, any other Guarantor or any other Loan Party or other Person liable for the payment and performance
of all or any part of the Obligations, and may permit or consent to any such action or any result of such action, and shall not
be obligated to demand or enforce payment upon any of the Collateral, nor shall Agent or any Lender be liable to any Guarantor
for any failure to collect or enforce payment or performance of the Obligations from any Person or to realize upon the Collateral,
and (f) Agent may request and accept other guaranties of the Obligations and any other indebtedness, obligations or liabilities
of a Borrower or any other Loan Party to Agent and may, from time to time, in whole or in part, surrender, release, subordinate,
modify, waive, rescind, compromise or extend any such guaranty and may permit or consent to any such action or the result of any
such action; in case of each of clauses (a) through (f), as Agent may deem advisable, and without impairing, abridging,
releasing or affecting this Agreement.


 


13.10 Reinstatement.
The guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part
thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by Agent or any Lender upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of a Borrower or any Guarantor, or upon or as a result of the appointment
of a receiver, intervenor or conservator of, or trustee or similar officer for, a Borrower or any Guarantor or any substantial
part of its property, or otherwise, all as though such payments had not been made.


 


13.11 No
Waiver by Course of Conduct; Cumulative Remedies. Neither Agent nor any Lender shall by any act (except in writing in accordance
with Section 12.9), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or
to have acquiesced in any Default or Event of Default, as applicable. No failure to exercise, nor any delay in exercising, on
the part of Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. A waiver by Agent or any Lender of any right or remedy hereunder on any one occasion shall not
be construed as a bar to any right or remedy which Agent or such Lender would otherwise have on any future occasion. The rights
and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights
or remedies provided by law.


 


13.12 Enforcement
Expenses; Indemnification. Each Guarantor agrees to pay or reimburse Agent, for the ratable benefit of Lenders, for all costs
and expenses incurred in collecting against such Guarantor under this guaranty or otherwise enforcing or preserving any rights
under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable
fees and disbursements of counsel.


 


[Remainder
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[signature
page to loan and security agreement]


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Closing Date.


 


	 	BORROWERS
	 	 
	 	Porch.com, Inc.
	 	 
	 	By	/s/
    Matthew Ehrlichman
	 	Name: 	Matthew Ehrlichman
	 	Title: 	Chief Executive Officer
	 	 	 
	 	GUARANTORS:
	 	 
	 	GOSMITH, INC.
	 	 
	 	By	/s/ Matthew
    Ehrlichman
	 	Name:	 Matthew Ehrlichman
	 	Title: 	Chief Executive Officer and President
	 	 
	 	done.com holdings, inc.
	 	 
	 	By	/s/ Matthew
    Ehrlichman
	 	Name: 	Matthew Ehrlichman
	 	Title: 	Chief Executive Officer and President
	 	 
	 	INSPECTION SUPPORT LIMITED LIABILITY COMPANY
	 	 
	 	By	/s/ Matthew
    Ehrlichman
	 	Name:	 Matthew Ehrlichman
	 	Title:	 Chief Executive Officer of Porch.com, Inc., sole
	 	 	member of Inspection Support Limited Liability
	 	 
	 	Company
	 	 
	 	GUARDIAN SMALL BUSINESS CONSULTING AND FINANCIAL SERVICES LLC
	 	 
	 	By	/s/ Matthew
    Ehrlichman
	 	Name: 	Matthew Ehrlichman
	 	Title: 	Chief Executive Officer of Porch.com, Inc., sole
	 	 	member of Guardian Small Business Consulting
	 	 	and Financial Services LLC



 


[signature
page to loan and security agreement]


 



     


     


    

 


	 	SVZ HOLDING, INC.
	 	 
	 	By	/s/ Matthew
    Ehrlichman
	 	Name: 	Matthew Ehrlichman
	 	Title: 	Chief Executive Officer
	 	 
	 	HIRE A HELPER LLC
	 	 
	 	By	/s/ Matthew
    Ehrlichman
	 	Name: 	Matthew Ehrlichman
	 	Title:	 Chief Executive Officer of Porch.com, Inc., sole member of Hire A Helper LLC
	 	 
	 	HIREAHELPER CORPORATE RELOCATION, LLC
	 	 
	 	By	/s/ Ryan
    Charles
	 	Name: 	Ryan Charles
	 	Title: 	Manager
	 	 
	 	ELITE INSURANCE GROUP, INC.
	 	 
	 	By	/s/ Matthew
    Ehrlichman
	 	Name: 	Matthew Ehrlichman
	 	Title:	 Chief Executive Officer


   


	 	AGENT:
	 	 
	 	RUNWAY GROWTH
    CREDIT FUND INC.
	 	 
	 	By	/s/
    Thomas Raterman
	 	Name: 	Thomas Raterman
	 	Title: 	Chief Financial Officer
	 	 
	 	LENDERS:
	 	 
	 	RUNWAY GROWTH
    CREDIT FUND INC.
	 	 
	 	By	/s/
    Thomas Raterman
	 	Name: 	Thomas Raterman
	 	Title: 	Chief Financial Officer
	 	 
	 	ORIX GROWTH
    CAPITAL, LLC
	 	 
	 	By	/s/
    Mark Campbell
	 	Name: 	Mark Campbell
	 	Title: 	Authorized Signatory
	 	 
	 	MIDCAP FINANCIAL
    TRUST
	 	 
	 	By: 	Apollo Capital Management, L.P.,
	 	 	its Investment Manager
	 	 
	 	By: 	Apollo Capital Management GP, LLC,
	 	 	its General Partner
	 	 
	 	By	/s/
    Maurice Amsellem
	 	Name: 	Maurice Amsellem
	 	Title: 	Authorized Signatory


  


[signature
page to loan and security agreement]


 



     


     


    

 


EXHIBIT
A


 


DEFINITIONS


 


As
used in this Agreement, the following capitalized terms have the following meanings:


 


“Account”
means any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes,
without limitation, all accounts receivable and other sums owing to a Borrower.


 


“Account
Control Agreement” means any control agreement entered into among the depository institution at which a Loan Party maintains
a Deposit Account or the securities intermediary or commodity intermediary at which a Loan Party maintains a Securities Account
or a Commodity Account, one or more Loan Parties, and Agent pursuant to which Agent, for the benefit of Lenders, obtains control
(within the meaning of the Code) over such Deposit Account, Securities Account, or Commodity Account.


 


“Account
Debtor” means any “account debtor” as defined in the Code with such additions to such term as may hereafter
be made.


 


“Acquisition”
means an acquisition by a Loan Party of all or substantially all of the assets of another Person or a division or line of business
of another Person, all or substantially all of the capital stock of another Person, or a merger, consolidation or other combination
of a Loan Party with another Person, in each case, whether as a single transaction or series of related transactions.


 


“Affiliate”
means, with respect to any Person, each other Person that owns or controls, directly or indirectly the Person, any Person that
controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers,
directors, partners and, for any Person that is a limited liability company, that Person’s managers and members.


 


“Agent”
has the meaning set forth in the preamble of this Agreement.


 


“Agreement”
has the meaning set forth in the preamble of this Agreement.


 


“Amortization
Date” means August 15, 2022, provided that if (i) no Event of Default has occurred and is continuing, and (ii) Borrower
Representative has delivered evidence reasonably satisfactory to Agent that the Performance Milestone has been met, the Amortization
Date shall be August 15, 2023.


 


“Anti-Terrorism
Order” means Executive Order No. 13,224 as of September 24, 2001, Blocking Property and Prohibiting Transactions with
Persons Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49,079 (2001), as amended.


 


“Applicable
Margin” means, (i) if the Reference Rate is the LIBO Rate, 8.50%, and (ii) if the Reference Rate is the Prime Rate,
6.00%.


 


“Applicable
Rate” means a variable annual rate equal to (i) the Reference Rate, plus (ii) the Applicable Margin.


 


“Approved
Fund” means any fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.


 


“Approved
Tax Reserve Amount” means, as of the Closing Date, the Existing Tax Reserve Amount, provided that, such amount shall
be increased by an amount equal to the Qualified Proceeds required to cure any Excess Tax Liability Amount pursuant to
Section 6.4, and received in accordance therewith.


 






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“Assignment
Agreement” means an Assignment Agreement substantially in the form of Exhibit H, with such amendments or modifications
as may be approved by Agent.


 


“Automatic
Payment Authorization” means the Automatic Payment Authorization in substantially the form of Exhibit E.


 


“Board”
means, with respect to any Person, the board of directors, board of managers, managers or other similar bodies or authorities
performing similar governing functions for such Person. Unless the context otherwise requires, each reference to a Board herein
shall be a reference to the Board of Parent.


 


“Borrower”
and “Borrowers” has the meaning set forth in the preamble hereof.


 


“Borrower
Representative” has the meaning set forth in the preamble hereof.


 


“Borrowers’
Books” means all of each Borrower’s books and records including ledgers, federal and state tax returns, records
regarding such Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer
programs or storage or any equipment containing such information.


 


“Business
Day” means any day that is not a Saturday, Sunday or a day on which commercial banks in the State of New York are required
or permitted to be closed; provided that when used in connection with the LIBO Rate, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.


 


“C6
Factoring Facility” means that certain receivables purchase facility by and among Borrower Representative and GFC Resources,
LLC, existing as of the Closing Date.


 


“Cash
Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States
or any agency or any State thereof having maturities of not more than one year from the date of acquisition; (b) commercial
paper maturing no more than one year after its creation and having the highest rating from either Standard & Poor’s
Ratings Group or Moody’s Investors Service, Inc.; (c) certificates of deposit issued by any bank with assets of at least
$500,000,000 maturing no more than one year from the date of investment therein; and (d) money market funds at least ninety-five
percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this
definition.


 


“Change
in Control” means any of the following (or any combination of the following) whether arising from any single transaction,
event or series of related transactions or events that, individually or in the aggregate, result in: (a) the holders of Parent’s
Equity Interests who were holders of Equity Interests as of the Closing Date, ceasing to own at least fifty-one percent (51%)
of the Voting Stock of Parent; (b) any “person” or “group” (within the meaning of Section 13(d) and 14(d)(2)
of the Securities Exchange Act of 1934) becoming the “beneficial owner” (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934), directly or indirectly, of a sufficient number of Equity Interests of Parent ordinarily entitled to vote
in the election of directors, empowering such “person” or “group” to elect a majority of the members of
the Board, who did not have such power before such transaction; or (c) the Transfer of all or substantially all assets of Borrowers
or of a material business line of Borrowers; or (d) Parent ceasing to own and control, free and clear of any Liens (other than
Permitted Liens), directly or indirectly, all of the Equity Interests in each of its Subsidiaries or failing to have the power
to direct or cause the direction of the management and policies of each such Subsidiary. Notwithstanding the forgoing, the consummation
of the SPAC Transaction shall not constitute a Change in Control, subject to the joinder as a Loan Party by any resulting holding
company as described in clause (y) of the defined term “SPAC Transaction”.


 


“Claims”
has the meaning set forth in Section 12.3.


 


“Closing
Date” has the meaning set forth in the preamble hereof.


 






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“Code”
means the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of New York; provided,
that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently
in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided
further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority
of, or remedies with respect to, Agent’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in
a jurisdiction other than the State of New York, the term “Code” shall mean the Uniform Commercial Code as
enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection,
priority, or remedies and for purposes of definitions relating to such provisions.


 


“Collateral”
means any and all properties, rights and assets of each Borrower described on Exhibit B, and any collateral securing
the Obligations pursuant to any guaranty or pursuant to any other Loan Document.


 


“Collateral
Access Agreement” means an agreement with respect to a Loan Party’s leased location or bailee location, in each
case in form and substance reasonably satisfactory to Agent.


 


“Collateral
Account” means any Deposit Account, Securities Account, or Commodity Account of a Loan Party.


 


“Commitment”
means, as to any Lender, the aggregate principal amount of Loans committed to be made by such Lender, as set forth on Schedule
2 hereto.


 


“Commodity
Account” means any “commodity account” as defined in the Code with such additions to such term as may hereafter
be made.


 


“Compliance
Certificate” means that certain certificate in the form attached hereto as Exhibit C.


 


“Contingent
Obligation” means, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness,
lease, dividend, letter of credit or other obligation of another such as an obligation, in each case, directly or indirectly guaranteed,
endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable;
(b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate,
currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect
a Person against fluctuation in interest rates, currency exchange rates or commodity prices. The amount of a Contingent Obligation
is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable,
the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the
maximum of the obligations under any guarantee or other support arrangement.


 


“Copyrights”
means any and all copyright rights, copyright applications, copyright registrations and like protections of a Person in each work
of authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade
secret.


 


“Default”
means any circumstance, event or condition that, with the giving of any notice, the passage of time, or both, would be an Event
of Default.


 


“Default
Rate” has the meaning set forth in Section 2.3(b).


 


“Deferred
Interest Rate” means an annual rate of 2.0%, provided that if the Performance Milestone is met and no Event of Default
has occurred and is continuing, the Deferred Interest Rate shall be automatically reduced to 0.00%.


 


“Deferred
Interest Amount” means, as of any date of determination, accrued and unpaid interest at the Deferred Interest Rate,
not yet added to principal in accordance with Section 2.3(a).


 






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“Deposit
Account” means any “deposit account” as defined in the Code with such additions to such term as may hereafter
be made, and includes any checking account, savings account or certificate of deposit.


 


“Dollars,”
“dollars” or use of the sign “$” means only lawful money of the United States and not any
other currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted
into lawful money of the United States.


 


“Domestic
Subsidiary” means a Subsidiary organized under the laws of the United States or any state or territory thereof.


 


“EAGLE
Loan” means each advance pursuant to the EAGLE Loan Facility as set forth in Section 2.2(a).


 


“Eagle
Loan Commitment” means, as to any Lender, the additional aggregate principal amount of EAGLE Loans committed
to be made by such Lender, as set forth on Schedule 2 hereto on the terms and conditions set forth in Section 2.2(a).


 


“EBITDA”
means, with respect to any period, (a) Net Income for such period, plus (b)(i) Interest Expense for such period, (ii) to the extent
deducted in the calculation of Net Income, depreciation expense and amortization expense for such period, (iii) income tax expense
for such period, and (iv) any non-cash expenses incurred pursuant to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement; minus (c)(i) interest income for such period, (ii) income tax credits for such
period, (iii) any extraordinary, unusual or non-recurring gains increasing Net Income for such period, and (iv) software development
costs to the extent capitalized during such period.


 


“Equipment”
means all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes
without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of
the foregoing.


 


“Equity
Interests” means, with respect to any Person, any of the shares of capital stock of (or other ownership, membership
or profit interests in) such Person, any of the warrants, options or other rights for the purchase or acquisition from such Person
of shares of capital stock of (or other ownership, membership or profit interests in) such Person, any of the securities convertible
into or exchangeable for shares of capital stock of (or other ownership, membership or profit interests in) such Person or warrants,
rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and any of the other
ownership, membership or profit interests in such Person (including partnership, member or trust interests therein), whether voting
or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, and its regulations.


 


“Event
of Default” has the meaning set forth in Section 8.


 


“Excess
Tax Liability Amount” has the meaning set forth in Section 6.4.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Excluded
Locations” means the following locations where Collateral may be located from time to time: (a) locations where mobile
office equipment (e.g. laptops, mobile phones and the like) may be located with employees in the Ordinary Course of Business,
and (b) other locations where, in the aggregate for all such locations, less than Fifty Thousand Dollars ($50,000) of Collateral
is located.


 






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“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient under this Agreement: (a) Taxes imposed on or measured by net income (however denominated), franchise
Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or
having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing
such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal
withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a
Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or (ii)
such Lender changes its lending office, except in each case to the extent that amounts with respect to such Taxes were payable
either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before
it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.6(f),
and (d) any U.S. federal withholding Taxes imposed under FATCA.


 


“Existing
Tax Reserve Amount” means an aggregate amount reserved for the payment of Specified Tax Liabilities as of the Closing
Date in an amount of $2,600,000.


 


“FATCA”
means Sections 1471 through 1474 of the IRC, as of the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations
thereof, any agreement entered into pursuant to Section 1471(b)(1) of the IRC, any intergovernmental agreement entered into in
connection with the implementation of such Sections of the IRC and any fiscal or regulatory legislation, rules or practices adopted
pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with
the implementation of the foregoing.


 


“Federal
Reserve Board” means the Board of Governors of the Federal Reserve System, or any successor thereto.


 


“Final
Payment” means a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued
interest) equal to (i) in case of a prepayment in full at Borrower’s election or any mandatory prepayment, $1,645,000, less
any portion of the Final Payment previously paid in connection with a partial permitted prepayment, and (ii) in case of a partial
permitted prepayment, an amount equal to 3.5% of the original principal amount prepaid.


 


“Funding
Date” means any date on which a Loan is made to or for the account of a Borrower which shall be a Business Day, provided
that with respect to the EAGLE Loan funded on or about the Closing Date, for purposes of calculating accrued interest, the Funding
Date shall be deemed to be July 21, 2020 (irrespective of the actual date the EAGLE Loan was made).


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession,
which are applicable to the circumstances as of the date of determination, provided, however, that if there occurs after the Closing
Date any change in GAAP that affects in any respect the calculation of any covenant or threshold in this Agreement, Agent and
Borrowers shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such
covenant or threshold with the intent of having the respective positions of Lenders and Borrowers after such change in GAAP conform
as nearly as possible to their respective positions as of the Closing Date, and, until any such amendments have been agreed upon,
such covenants and thresholds shall be calculated as if no such change in GAAP has occurred.


 


“General
Intangibles” means all “general intangibles” as defined in the Code in effect on the Closing Date with such
additions to such term as may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and
other tax refunds, security and other deposits, payment intangibles, contract rights, options to purchase or sell real or personal
property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies
(including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights
to payment of any kind.


 






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“Governmental
Approval” means any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation,
registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.


 


“Governmental
Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.


 


“Gross
Profit” means, for any period, Revenue, less costs of goods sold, determined consistent with “gross profits”
as presented in financial statements delivered to Agent as of the Closing Date.


 


“Guarantor”
has the meaning set forth in the preamble hereto.


 


“Guaranty”
means any guarantee of all or any part of the Obligations, as the same may from time to time be amended, restated, modified or
otherwise supplemented.


 


“Indebtedness”
means (a) indebtedness for borrowed money or the deferred price of property or services, (b) any reimbursement and other obligations
for surety bonds and letters of credit, (c) obligations evidenced by notes, bonds, debentures or similar instruments, (d) capital
lease obligations, and (e) Contingent Obligations.


 


“Indemnified
Person” has the meaning set forth in Section 12.3.


 


“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of
any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other
Taxes.


 


“Insolvency
Proceeding” means any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy
or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors,
or proceedings seeking reorganization, arrangement, or other relief.


 


“Intellectual
Property” means, with respect to any Loan Party (or, as applicable, any of its Subsidiaries), all of such Loan Party’s
or Subsidiary’s right, title, and interest in and to the following:


 


(a) its
Copyrights, Trademarks and Patents;


 


(b) any
and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how, operating
manuals;


 


(c) any
and all source code;


 


(d) any
and all design rights which may be available to such Person;


 


(e) any
and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the
obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above;
and


 


(f) all
amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.


 


“Interest
Expense” means for any fiscal period, interest expense (whether cash or non-cash) of Parent and each of its Subsidiaries,
determined on a consolidated basis and in accordance with GAAP for the relevant period ending on such date, including, in any
event, interest expense with respect to any Loan and other Indebtedness of such Parent or its Subsidiaries, including, without
limitation or duplication, all commissions, discounts, or related amortization and other fees and charges with respect to letters
of credit and bankers’ acceptance financing and the net costs associated with interest rate swap, cap, and similar arrangements,
and the interest portion of any deferred payment obligation (including leases of all types).


 






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“Inventory”
means all “inventory” as defined in the Code in effect on the Closing Date with such additions to such term as may
hereafter be made.


 


“Investment”
means any beneficial ownership interest in any Person (including stock, partnership interest or other securities or Equity Interests),
and any loan, advance or capital contribution to any Person, or the acquisition of all or substantially all of the assets or properties
of another Person.


 


“IP
Security Agreement” means that certain intellectual property security agreement entered into by each Loan Party which
is the owner of Intellectual Property registered with the United States Patent and Trademark Office or United States Copyright
Office and Agent as of the Closing Date or from time thereafter, as amended, restated, supplemented or otherwise modified, from
time to time.


 


“IRC”
means the Internal Revenue Code of 1986.


 


“Key
Person” means the Chief Executive Officer, President and Chief Financial Officer of Parent.


 


“Lender”
has the meaning set forth in the preamble hereof.


 


“LIBO
Rate” means the greater of (i) 0.55% and (ii) the rate per annum equal to the ICE Benchmark Administration Limited LIBOR
Rate, as published by Bloomberg (or another commercially available source providing quotations of LIBOR as reasonably determined
by Agent from time to time) for U.S. dollar deposits (for delivery on the fifteenth (15th) day of the applicable month)
with a term of three (3) months (“LIBOR”) or the rate otherwise reasonably determined by Agent to be the rate
at which U.S. dollar deposits with a term of three (3) months would be offered by banks in London, England to major banks in the
London or other offshore interbank market, in each case at approximately 11:45 a.m. (City of London time) on the fifteenth (15th)
day of each month.


 


“LIBO
Rate Replacement Trigger” means (i) Agent determines (which determination shall be final and conclusive absent manifest
error) that (A) Agent is unable to determine or ascertain LIBOR, or (B) a rate other than LIBOR has become widely recognized benchmark
rate for newly originated loans in Dollars in the U.S. market, (ii) a public statement or publication of information by or on
behalf of the administrator of the interbank Eurodollar market announcing that such administrator has ceased or will cease to
provide LIBOR, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide LIBOR, (iii) a public statement or publication of information by the regulatory supervisor
for the administrator of interbank Eurodollar market, the U.S. Federal Reserve System, an insolvency official with jurisdiction
over the administrator for interbank Eurodollar market, a resolution authority with jurisdiction over the administrator for interbank
Eurodollar market or a court or an entity with similar insolvency or resolution authority over the administrator for interbank
Eurodollar market, which states that the administrator of LIBOR has ceased or will cease to provide LIBOR permanently or indefinitely,
provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide
LIBOR, or (iv) a public statement or publication of information by the regulatory supervisor for the administrator of interbank
Eurodollar market announcing that LIBOR is no longer representative.


 


“LIBO
Rate Termination Date” means the date that (i) the LIBO Rate cannot be determined, (ii) the LIBO Rate is no longer widely
recognized, or (iii) the date identified by the applicable Governmental Authority as the date that the LIBO Rate should no longer
be used, in each case, in accordance with the circumstances identified in the defined term “LIBO Rate Replacement Trigger”.


 


“Lien”
means a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily
incurred or arising by operation of law or otherwise against any property.


 






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“Liquidity
Threshold” means Borrower Representative shall have delivered evidence reasonably satisfactory to Agent that Loan Parties
have Unrestricted Cash of at least $47,000,000 in the aggregate, as of any date of determination.


 


“Loan
Documents” means, collectively, this Agreement and any schedules, exhibits, certificates, notices, and any other documents
related to this Agreement, the Warrants, the IP Security Agreement, any Guaranty, any Subordination Agreement, the Account Control
Agreements, the Collateral Access Agreements, any note, or notes, the Automatic Payment Authorization, and any other present or
future agreement by a Loan Party with or for the benefit of Agent or any Lender in connection with this Agreement, all as amended,
modified, supplemented, extended or restated from time to time.


 


“Loan
Party” or “Loan Parties” means, each Borrower from time to time party hereto, and any Guarantor,
if any.


 


“Loan
Request” means a written request for a Loan pursuant to this Agreement in substantially the form attached hereto as
Exhibit C.


 


“Loans”
means, collectively, the EAGLE Loans, and any other loan from time to time made under this Agreement, and “Loan”
means any of the foregoing.


 


“Margin
Stock” has the meaning set forth in Section 5.11(b).


 


“Material
Adverse Effect” means (a) a material impairment in the perfection or priority of Agent’s Lien in the Collateral
or in the value of the Collateral; or (b) a material adverse effect upon: (i) the business, operations, properties, assets
or financial condition of the Loan Parties as a whole; (ii) the ability of the Loan Parties, taken as a whole, to repay the
Obligations; or (iii) the ability of Agent to enforce any of its rights or remedies with respect to any Obligations.


 


“Maturity
Date” means the four year anniversary of the Closing Date, provided that if the Performance Milestone is met and no
Event of Default has occurred and is continuing, the Maturity Date shall be the five year anniversary of the Closing Date.


 


“Maximum
Rate” has the meaning set forth in Section 2.3(d) hereof.


 


“Net
Income” means the net profit (or loss), after provision for taxes, of Parent and each of its Subsidiaries, on a consolidated
basis, for any period as at any date of determination, for such period taken as a single accounting period.


 


“Obligations”
means all of Borrowers’ and each other Loan Party’s obligations to pay the Loans when due, including principal interest,
fees, Secured Party Expenses, the Prepayment Fee, the Final Payment and any other amounts due to be paid by a Borrower or Loan
Party, and each Borrower’s and Loan Party’s obligation to perform its duties under the Loan Documents (other than
the Warrants), and any other debts, liabilities and other amounts any Borrower or Loan Party owes to Agent or any Lender at any
time, whether under the Loan Documents or otherwise (but excluding obligations arising under the Warrants), including, without
limitation, interest accruing after Insolvency Proceedings begin (whether or not allowed), and any debts, liabilities, or obligations
of any Borrower or Loan Party assigned to Agent or any Lender.


 


“OFAC”
has the meaning set forth in Section 5.11(c).


 


“Operating
Documents” means, for any Person, such Person’s formation documents, as certified by the Secretary of State (or
equivalent agency) of such Person’s jurisdiction of formation, organization or incorporation on a date that is no earlier
than 30 days prior to the Closing Date and, (a) if such Person is a corporation, its bylaws in current form, (b) if
such Person is a limited liability company, its limited liability company agreement or operating agreement (or similar agreement),
and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all
current amendments, restatements and modifications thereto.


 






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“Ordinary
Course of Business” means, in respect of any transaction involving any Person, the ordinary course of such Person’s
business as conducted by any such Person in accordance with (a) the usual and customary customs and practices in the kind of business
in which such Person is engaged, and (b) the past practice and operations of such Person, and in each case, undertaken by such
Person in good faith and not for purposes of evading any covenant or restriction in any Loan Document.


 


“Other
Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection
between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed,
delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest
under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan
or Loan Document).


 


“Other
Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt
or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other
Connection Taxes imposed with respect to an assignment.


 


“Parent”
means, (i) as of the Closing Date, Borrower Representative, and (ii) following the effectiveness of the SPAC Transaction or any
other reorganization of Borrower Representative involving the formation of a new holding company, any new direct or indirect holding
company that beneficially owns, directly or indirectly, Borrower Representative and its Subsidiaries.


 


“Participant
Register” has the meaning set forth in Section 12.2(f).


 


“Patents”
means all patents, patent applications and like protections of a Person including without limitation improvements, divisions,
continuations, renewals, reissues, extensions and continuations-in-part of the same and all rights therein provided by international
treaties or conventions.


 


“Payment
Date” means the fifteenth (15th) calendar day of each month.


 


“Perfection
Certificate” has the meaning set forth in Section 5.1.


 


“Performance
Milestone” means that Borrower Representative shall have provided evidence reasonably satisfactory to Agent that Borrowers
have achieved either (i) Gross Profit for the consecutive twelve month period ended December 31, 2021 of at least $80,000,000,
or (ii) EBITDA for such period of at least $10,000,000.


 


“Permitted
Acquisition” means, (i) any Acquisition as to which Agent has granted prior written consent, (ii) the Acquisition described
in Schedule 5, subject to the conditions set forth thereon, or (ii) any Acquisition which satisfies and is conducted in
accordance with the following requirements:


 


(a) either
(i) the Performance Milestone shall have been met or (ii) the Liquidity Threshold shall be satisfied as of the most recent date
for which financial reporting has been delivered and as of the date the Acquisition is consummated;


 


(b) no
Event of Default has occurred and is continuing;


 


(c) such
Acquisition is of a Person engaged in a line of business which is the same as, reasonably related to, or incidental to, the business
engaged by Borrowers and their Subsidiaries as of the Closing Date;


 






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(d) such
Acquisition shall be of a Person, organized and domiciled in, or assets (other than a de minimis amount of assets in relation
to the assets being acquired), located in, the United States;


 


(e) (i)
in case of an Acquisition in the form of a merger or purchase of Equity Interests, any Person that is the target of an Acquisition
shall (i) become a wholly-owned (excluding management rollover or incentive equity interests or options to acquire Equity Interests
of such Loan Party to the extent not constituting voting Equity Interests) Domestic Subsidiary of a Borrower and shall enter into
a joinder or guaranty in accordance with Section 6.11, or (ii) merge into a Borrower, provided that in any Acquisition
involving Parent, Parent shall be the surviving entity, and (ii) in case of an Acquisition in the form of a purchase of property
substantially all such property shall be acquired by a Borrower;


 


(f) the
aggregate Acquisition consideration (including, without limitation, earn-outs, which shall be valued in accordance with GAAP as
of the closing date of such acquisition) for all Acquisitions during any fiscal year does not exceed $2,000,000 per fiscal year;


 


(g) Borrower
Representative shall have delivered to Agent not less than ten days (or such shorter period of time agreed to by Agent), notice
of such Acquisition, together with copies of all material documents relating to such Acquisition (including the acquisition agreement
and any related material document, which may be in the form of drafts with updated copies provided as available), all material
due diligence information prepared in connection with such Acquisition, the terms of any earn-out payments, and historical financial
information (including income statements, balance sheets and cash flows) covering at least two (2) complete fiscal years of the
Person or assets target of the Acquisition, to the extent available, and updated projections giving pro forma effect to the Acquisition,
prior to the effective date of the Acquisition, together with calculations setting forth compliance for the then-next consecutive
twelve month period with the financial covenants set forth in Section 6.10, tested as of the last day of each month during
such period;


 


(h) the
target entity or assets involved in such Acquisition, shall have achieved or contributed to, as applicable, EBITDA of at least
$1.00 for the most recent twelve month period then ended;


 


(i) such
Acquisition shall not materially and adversely affect the prospect of repayment of the Obligations when due or impair Agent’s
rights and remedies with respect to the Collateral and otherwise pursuant to the Loan Documents; and


 


(j) both
immediately before and after giving effect to such Acquisition, (i) each of the representations and warranties shall be true and
correct in all material respects (except as already subject to materiality qualifier) on the date of such proposed Acquisition
or, if such representation or warranty relates to an earlier date, as of such earlier date, and (ii) no Event of Default shall
exist.


 


“Permitted
Indebtedness” means:


 


(a) each
Loan Party’s Indebtedness under this Agreement and the other Loan Documents;


 


(b) Indebtedness
existing on the Closing Date and shown on the Perfection Certificate, provided that (i) to the extent the amount of such type
of Indebtedness is limited pursuant to a clause of this defined term, amounts existing on the Closing Date or any permitted refinancing
thereof shall count towards such limit, (ii) to the extent such Indebtedness is required to be repaid on the Closing Date, in
accordance with a payoff letter delivered as a condition to closing, such Indebtedness shall not constitute Permitted Indebtedness
after such repayment, and (iii) to the extent any such Indebtedness is required to be made subject to the terms of a Subordination
Agreement as of the Closing Date or thereafter, pursuant to the terms of this Agreement, such Indebtedness shall be permitted
only to the extent the applicable Subordination Agreement is in effect;


 






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(c) Subordinated
Debt;


 


(d) unsecured
Indebtedness to trade creditors incurred in the Ordinary Course of Business;


 


(e) Indebtedness
incurred as a result of endorsing negotiable instruments received in the Ordinary Course of Business;


 


(f) Indebtedness
secured by Liens permitted under clause (c) of the definition of “Permitted Liens” hereunder;


 


(g) Indebtedness
(i) among Borrowers, (ii) of a Borrower, subject to the conditions set forth in clause (d) of the defined term “Permitted
Investments”, and (iii) of a Subsidiary that is not a Loan Party to a Loan Party, subject to the conditions set forth in
clause (d) of the defined term “Permitted Indebtedness”;


 


(h) the
PPP Loan; and


 


(i) extensions,
refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness described in clause (b)
above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome
terms upon a Borrower or any of its Subsidiaries, as the case may be.


 


“Permitted
Investments” means:


 


(a) Investments
(including, without limitation, Subsidiaries) existing on the Closing Date and shown on the Perfection Certificate;


 


(b) (i)
Investments consisting of Cash Equivalents, and (ii) any Investments permitted by Parent’s investment policy, as amended
from time to time, provided that such investment policy (and any such amendment thereto) has been approved in writing by Agent;


 


(c) Investments
consisting of repurchases of Parent’s Equity Interests from former employees, officers and directors of Parent to the extent
permitted under Section 7.7;


 


(d) Investments
(i) among Borrowers, (ii) in a Borrower, provided that any Indebtedness of Borrower owing to a Subsidiary that is not a Borrower
shall be subordinated to the Obligations on terms reasonably satisfactory to Agent, and (iii) by a Loan Party in a Subsidiary
which is not a Loan Party, provided that the aggregate amount of such Investments shall not exceed Five Hundred Thousand Dollars
($500,000);


 


(e) Investments
not to exceed Five Hundred Thousand Dollars ($500,000) outstanding in the aggregate at any time consisting of (i) travel advances
and employee relocation loans and other employee loans and advances in the Ordinary Course of Business, and (ii) loans not involving
the net transfer of cash proceeds to employees, officers or directors relating to the purchase of Equity Interests of Parent pursuant
to employee stock purchase plans or other similar agreements approved by the Board;


 


(f) Investments
(including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement
of delinquent obligations of, and other disputes with, customers or suppliers arising in the Ordinary Course of Business;


 


(g) Investments
consisting of Deposit Accounts maintained in compliance with Section 6.6; and


 


(h) Investments
consisting of accounts receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not
Affiliates, in the Ordinary Course of Business; provided that this clause (h) shall not apply to Investments of a Loan
Party in any Subsidiary.


 






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“Permitted
Liens” means:


 


(a) Liens
arising under this Agreement and the other Loan Documents;


 


(b) Liens
existing on the Closing Date and shown on the Perfection Certificate, provided that (i) to the extent the amount of Indebtedness
secured by such Lien is limited pursuant to a clause of this defined term, amounts existing on the Closing Date or any permitted
refinancing thereof shall count towards such limit, (ii) to the extent the Indebtedness secured by such a Lien is required to
be repaid on the Closing Date, in accordance with a payoff letter delivered as a condition to closing, such Lien shall not constitute
Permitted Lien after the repayment of the associated Indebtedness, (iii) to the extent any such Lien is required to be made subject
to the terms of a Subordination Agreement as of the Closing Date or thereafter, pursuant to the terms of this Agreement, such
Lien shall be permitted only to the extent the applicable Subordination Agreement is in effect, and (iv) any judgment liens arising
from the entry of Judgment by Confession as set forth on the Perfection Certificate shall not constitute “Permitted Liens”;


 


(c) purchase
money Liens (i) on Equipment acquired or held by a Loan Party or Subsidiary thereof incurred for financing the acquisition of
the Equipment, or (ii) existing on Equipment when acquired, if the Lien is confined to the property and improvements and the proceeds
of the Equipment, in each case, securing no more than Five Hundred Thousand Dollars ($500,000) in the aggregate amount outstanding;


 


(d) Liens
for taxes, fees, assessments or other government charges or levies, either (i) not yet delinquent or (ii) being contested in good
faith and for which such Loan Party or Subsidiary maintains adequate reserves on its books, provided that no notice of
any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted
thereunder;


 


(e) leases
or subleases of real property granted in the Ordinary Course of Business of such Person, and leases, subleases, non-exclusive
licenses or sublicenses of personal property (other than Intellectual Property) granted in the Ordinary Course of Business of
such Person;


 


(f) Liens
of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the Ordinary Course of Business
so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed Twenty Five Thousand
Dollars ($25,000) and which are not delinquent or remain payable without penalty or which are being contested in good faith and
by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;


 


(g) Liens
to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations
incurred in the Ordinary Course of Business (other than Liens imposed by ERISA);


 


(h) deposits
or pledges of cash to secure bids, tenders, contracts (other than contracts for the payment of money), leases, surety and appeal
bonds and other obligations of a like nature arising in the Ordinary Course of Business, in an aggregate amount not exceeding
Five Hundred Thousand Dollars ($500,000) at any time;


 


(i) Liens
arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default;


 


(j) Liens
in favor of other financial institutions arising in connection with a Deposit Account or Securities Account of a Loan Party or
Subsidiary thereof held at such institutions, provided that Agent has a perfected security interest in such Deposit Account, or
the securities maintained therein and Agent has received an Account Control Agreement with respect thereto to the extent required
pursuant to Section 6.6 of this Agreement;


 


(k) licenses
of Intellectual Property which constitute a Permitted Transfer; and


 






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(l) Liens
incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in clause (b), but any
extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount
of the indebtedness may not increase.


 


“Permitted
Locations” means, collectively, the following locations where Collateral may be located from time to time: (a) locations
identified in the Perfection Certificate, (b) locations with respect to which Borrowers have complied with the requirements of
Section 6.12, and (c) the Excluded Locations.


 


“Permitted
Transfers” means


 


(a) sales
of Inventory by a Loan Party or any of its Subsidiaries in the Ordinary Course of Business;


 


(b) non-exclusive
licenses and similar arrangements for the use of Intellectual Property of a Loan Party or any of its Subsidiaries in the Ordinary
Course of Business;


 


(c) dispositions
of worn-out, obsolete or surplus Equipment in the Ordinary Course of Business that is, in the reasonable judgment of such Loan
Party or Subsidiary, no longer economically practicable to maintain or useful;


 


(d) Transfers
consisting of the granting of Permitted Liens and the making of Permitted Investments;


 


(e) the
use or transfer of money or Cash Equivalents in the Ordinary Course of Business for the payment of ordinary course business expenses
in a manner that is not prohibited by the Loan Documents; and


 


(f) other
Transfers of assets having a fair market value of not more than Five Hundred Thousand Dollars ($500,000) per fiscal year.


 


“Person”
means any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated
organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or
government agency.


 


“PPP
Loan” means Indebtedness in aggregate original principal amount not to exceed $9,000,000 pursuant to the Paycheck Protection
Program of the Coronavirus Aid, Relief and Economic Security Act, deemed “restricted cash” for purposes of this Agreement,
including without limitation, Section 6.10(a) and the Liquidity Threshold.


 


“Prepayment
Fee” means, with respect to any prepayment of the Loans:


	 	(a)	if
    the prepayment occurs during the period commencing on the Closing Date and ending on (and including) the one year anniversary
    of the Closing Date, an amount equal to the principal amount of the Loans prepaid multiplied by 2.00%;


 






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	 	(b)	if
    the prepayment occurs during the period commencing on the day immediately following the one year anniversary of the Closing
    Date and ending on (and including) the two year anniversary of the Closing Date, an amount equal to the principal amount of
    the Loans prepaid multiplied by 1.50%;


 


	 	(c)	if
    the prepayment occurs during the period commencing on the day immediately following the two year anniversary of the Closing
    Date and ending on (and including) the three year anniversary of the Closing Date, an amount equal to the principal amount
    of the Loans prepaid multiplied by 1.00%; and


 


	 	(d)	if
    the prepayment occurs at any time after the three year anniversary of the Closing Date, an amount equal to the principal amount
    of the Loans prepaid multiplied by 0.50%.


“Prime
Rate” means, at any time, the greater of (i) the rate of interest noted in The Wall Street Journal, Money Rates section,
as the “Prime Rate”, and (ii) 4.25%. In the event that The Wall Street Journal quotes more than one rate, or a range
of rates, as the Prime Rate, then the Prime Rate shall mean the average of the quoted rates. In the event that The Wall Street
Journal ceases to publish a Prime Rate, then the Prime Rate shall be the average of the prime rate specified by the three (3)
largest U.S. money center commercial banks, as determined by Agent.


 


“Pro
Rata Share” means, with respect to any Lender and as of any date of determination, the percentage obtained by dividing
(i) the aggregate Commitments of such Lender by (ii) the aggregate Commitments of all Lenders provided, that to the
extent any Commitment has expired or been terminated, with respect to such Commitment, the applicable outstanding balance of the
Loans made pursuant to such Commitment held by such Lender and all Lenders, respectively, shall be used in lieu of the amount
of such Commitment, provided further, that with respect to all matters relating to a particular Loan, the Commitment or outstanding
balance of the applicable Loan, shall be used in lieu of the aggregate Commitment or outstanding balance of all Loans in the foregoing
calculation. “Ratable” and related terms shall mean, determined by reference to such Lender’s Pro Rata Share.


 


“Projections”
means projections with respect to the business of Borrowers and their Subsidiaries, on a monthly basis, in form and substance
reasonably satisfactory to Agent, delivered in accordance with Section 6.2(c).


 


“Qualified
Proceeds” has the meaning set forth in Section 6.4.


 


“Recipient”
means the Agent or any Lender.


 


“Reference
Rate” means the LIBO Rate, provided that, if a LIBO Rate Replacement Trigger occurs, then Agent may, in consultation
with Borrower Representative, choose a Replacement Reference Rate and make adjustments to the Applicable Margin and related terms
such that, to the extent practicable, the Applicable Rate based on the Replacement Reference Rate shall be substantially equivalent
to the Applicable Rate in effect immediately prior to its replacement, provided further, that until an amendment implementing
the Replacement Reference Rate and related adjustments has become effective, the Reference Rate shall be the LIBO Rate until the
LIBO Rate Termination Date, and on and after the LIBO Rate Termination Date the Reference Rate shall be the Prime Rate unless
a Replacement Reference Rate is selected in accordance with the foregoing.


 


“Register”
has the meaning set forth in Section 12.2(f).


 


“Registered
Organization” means any “registered organization” as defined in the Code with such additions to such term
as may hereafter be made.


 


“Replacement
Reference Rate” means an alternate benchmark rate that has been selected by Agent in consultation with Borrower Representative,
giving due consideration to (i) then-prevailing market convention for determining a rate of interest as a replacement to the LIBO
Rate for U.S. dollar-denominated credit facilities, (ii) any selection or recommendation of a replacement rate or the mechanism
for determining such a rate by any applicable Governmental Authority, and (iii) any spread adjustment to account for the effects
of the transition from the LIBO Rate to the replacement index and yield- or risk-based differences between the LIBO Rate and the
alternate benchmark rate.


 


“Required
Lenders” means, as of any date of determination, Lenders holding, together with each such Lender’s Affiliates,
50.1% or more of the outstanding principal amount of the Loans.


 


“Requirement
of Law” means as to any Person, the organizational or governing documents of such Person, and any law (statutory or
common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.


 






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“Responsible
Officer” means with respect to any Person, any of the Chief Executive Officer, President or Chief Financial Officer
of such Person. Unless the context otherwise requires, each reference to a Responsible Officer herein shall be a reference to
a Responsible Officer of Borrower Representative.


 


“Restricted
License” means any material in-bound license or other similar material agreement (other than ordinary course customer
contracts, off the shelf software licenses, licenses that are commercially available to the public, and open source licenses)
to which a Loan Party or Subsidiary is a party (a) that prohibits or otherwise restricts such Loan Party or Subsidiary from
granting a security interest in its interest in such license or agreement or in any other property, or (b) for which a default
under, or termination of which, could reasonably be expected to interfere with Agent’s right to sell any Collateral.


 


“Revenue”
means revenue, in accordance with GAAP, of Parent and each of its Subsidiaries, on a consolidated basis.


 


“Secured
Party Expenses” means all audit fees and reasonable and documented out-of-pocket expenses, costs, and expenses (including
reasonable and documented out-of-pocket attorneys’ fees and expenses) of Agent and each Lender for preparing, amending,
negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection
with appeals or Insolvency Proceedings) or otherwise incurred with respect to a Loan Party.


 


“Securities
Account” means any “securities account” as defined in the Code with such additions to such term as may hereafter
be made.


 


“Security
Instrument” means any security agreement, assignment, pledge agreement, financing or other similar statement or notice,
continuation statement, other agreement or instrument, or any amendment or supplement to any thereof, creating, governing or providing
for, evidencing or perfecting any security interest or Lien.


 


“Seller
Indebtedness” means collectively, the Indebtedness set forth under the heading “Seller Indebtedness” on
Schedule 4 hereto.


 


“Seller
Subordination Agreement” means, with respect to each instance of Seller Indebtedness, the Subordination Agreement entered
into with the holder of such Seller Indebtedness, as identified on Schedule 4 hereto.


 


“Shares”
means all of the issued and outstanding Equity Interests owned or held of record by a Loan Party or other Loan Party in each of
its Subsidiaries.


 


“SPAC
Transaction” means a transaction or series of transactions pursuant to which Borrower Representative will enter into
a business combination with a publicly traded, exchange listed special purpose acquisition company, resulting in the special acquisition
company, directly or indirectly, owning 100% of Borrower Representative, provided that (x) after giving effect to such transactions,
including any partial prepayment in accordance with Section 2.2(d)(ii), any repayment of Seller Indebtedness, consummation
of all other transactions contemplated in connection with the foregoing, and payment of all transaction fees and expenses, Loan
Parties shall retain net cash proceeds from the foregoing transactions of at least $75,000,000, and (y) any new direct or indirect
holding company owning the Equity Interests of Parent or any successor thereof as a result will become a Loan Party with respect
to the Obligations.


 


“Specified
Tax Liabilities” means sales taxes, use taxes or value added taxes assessed by a Governmental Authority against a Borrower
or any of its Subsidiaries for periods other than the then-current period and any associated fines or penalties imposed in connection
therewith.


 


“Subordinated
Debt” means Indebtedness incurred by a Loan Party that is subordinated in writing to all of the Obligations, pursuant
to a Subordination Agreement.


 






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“Subordination
Agreement” means each Subordination Agreement, dated as of the Closing Date, by and among certain noteholders, Agent
and Borrower Representative, as amended, restated, supplemented or otherwise modified from time to time, and any other subordination
agreement in form and substance satisfactory to Agent entered into from time to time with respect to Subordinated Debt.


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, limited liability company or joint venture in which (i) any general
partnership interest or (ii) more than fifty percent (50%) of the stock, limited liability company interest, joint venture interest
or other Equity Interest which by the terms thereof has the ordinary voting power to elect the Board of that Person, at the time
as of which any determination is being made, is owned or controlled by such Person, directly or indirectly. Unless the context
otherwise requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of a Borrower.


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable
thereto.


 


“Tax
Reserve Amount” means, as of any date of determination, the aggregate amount reserved (or required to be reserved) in
accordance with GAAP for the payment of Specified Tax Liabilities.


 


“Termination
Date” means the date both of the following conditions shall have been met: (i) the Obligations (other than inchoate
indemnity obligations) shall have been paid in full in cash; and (ii) all commitments to extend credit hereunder have been terminated.


 


“Trademarks”
means any trademark and servicemark rights of a Person, whether registered or not, applications to register and registrations
of the same and like protections, and the entire goodwill of the business connected with and symbolized by such trademarks.


 


“Transfer”
means defined in Section 7.1.


 


“Unrestricted
Cash” means, as of any date of determination, aggregate unrestricted cash and Cash Equivalents of Loan Parties which
is subject to an Account Control Agreement in favor of Agent, provided that prior to a determination of forgiveness, all proceeds
of the PPP Loan shall be excluded in determining Unrestricted Cash and after any such determination, any proceeds not earmarked
for repayment to the Small Business Administration shall be included as Unrestricted Cash.


 


“U.S. Person”
means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


“Voting
Stock” means, with respect to any Person, all classes of Equity Interests issued by such Person the holders of which
are ordinarily, in the absence of contingencies, entitled to vote for the election of directors or managers (or Persons performing
similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.


 


“Warrant”
means, collectively, each Warrant to Purchase Preferred Stock dated as of the Closing Date executed by Borrower Representative
in favor of each Lender, as amended, modified, supplemented, extended or restated from time to time.


 


“Withholding
Agent” means any Loan Party and Agent.


 






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EXHIBIT
B


 


COLLATERAL
DESCRIPTION


 


The
Collateral consists of all of each Borrower’s right, title and interest in and to the following personal property wherever
located, whether now owned or existing or hereafter acquired, created or arising:


 


All
goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases,
license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory
notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or
not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and
financial assets, whether now owned or hereafter acquired, wherever located; and all such Borrower’s Books relating to the
foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments,
accessories, accessions and improvements to and replacements, products, proceeds (both cash and non-cash) and insurance proceeds
of any or all of the foregoing.


 






     


     


    





  


EXHIBIT C


 


COMPLIANCE CERTIFICATE


 


	TO:	RUNWAY Growth Credit Fund Inc.	 	Date:
	 	 	 	 
	FROM:	Porch.com, Inc.	 	 



 


Reference is made to
that certain Loan and Security Agreement, dated July 22, 2020 (as amended, restated, supplemented or otherwise modified, from time
to time, the “Agreement”), among Porch.com, Inc., a Delaware
corporation (“Borrower Representative”), and each other Person party thereto as a Loan Party from time to time
(collectively, “Borrowers”, and each, a “Borrower”), the lenders from time to time party
thereto (collectively, “Lenders”), and RUNWAY Growth Credit Fund
Inc., a Maryland corporation, as administrative agent and collateral agent for Lenders (in such capacity “Agent”).
Capitalized terms have meanings as defined in the Agreement.


 


The undersigned authorized
officer of Borrower Representative, hereby certifies in accordance with the terms of the Agreement as follows:


 


(1) Each Borrower
is in compliance for the period ending  with all covenants set forth in the Agreement; (2) no Event of Default
has occurred and is continuing; and (3) the representations and warranties in the Agreement are true and correct in all material
respects on this date; 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.


 


The undersigned certifies
that all financial statements delivered herewith are prepared in accordance with GAAP (other than, with respect to unaudited financials
for the absence of footnotes and being subject to normal year-end adjustments), consistently applied from one period to the next.
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 Covenants	Required	Complies
	Monthly financial statements and Compliance Certificate	Monthly, within 30 days	Yes  No
	Projections	Projections: Annually, within 60 days of fiscal year end	Yes  No
	Annual audited financial statements and any management letters	Annually, on or before September 30, 2020 with respect to fiscal year 2019, such due date to be made one month earlier relative to the prior year each year thereafter (or, if earlier, when required to be filed with the Securities and Commission)	Yes  No
	Statements, reports and notices to stockholders	Within 5 days of delivery	Yes  No
	SEC filings	Within 5 days after filing with SEC	Yes  No
	Legal action notices and updates	Promptly	Yes  No
	409A valuation report	Within 5 days of receipt	Yes  No
	Summary capitalization table	Within 5 days of material change	Yes  No 
	Board materials	As and when delivered to Board	Yes  No
	Board minutes	Promptly after Board meetings	Yes  No
	IP report	At the end of each fiscal quarter	Yes  No 
	Federal tax return 	Within 5 days of when filed	Yes  No
	Bank account statements (with transaction detail)	On the last day of each month, or within 3 days of Agent’s request	Yes  No
	Copies of preferred stock financing documents	Together with Compliance Certificate due after closing of such financing	Yes  No
	PPP Loan use of proceeds / loan forgiveness update	Together with Compliance Certificate (if applicable) 	Yes  No  N/A


  



     


     


    

 


	Financial Covenants	Required	Actual	Complies
	Minimum Liquidity	$3,000,000	$	Yes  No
	Minimum Revenue	See Appendix 1 hereto	$	Yes  No
	Other Covenants	Required	Actual	Complies
	Equipment financing Indebtedness	Not to exceed $500,000 outstanding	$	Yes  No
	Repurchases of stock from former employees, officers and directors	Not to exceed $500,000 per fiscal year	$	Yes  No
	Investments in Subsidiaries	Not to exceed $500,000 per fiscal year	$	Yes  No
	Deposits or pledges for bids, tenders, contracts, leases, surety or appeal bonds	Not to exceed $500,000 at any time	$	Yes  No


  


Other Matters


 


	
        Has any Borrower changed its legal name, jurisdiction of organization
        or chief executive office? If yes, please complete details below:

         

        _______________________________________________________________________

         
	Yes	No
	
        Has there been any change of chief executive officer? If so,
        please describe appointment of any interim replacement (required within 30 days) or full-time replacement by a candidate with equivalent
        qualifications:

         

        _______________________________________________________________________

         
	Yes	No
	
        Have any new Subsidiaries been formed? If yes, please provide
        complete schedule below.

         

         
	Yes	No


 


	Legal Name of Subsidiary	Jurisdiction of Organization	Holder of Subsidiary Equity Interests	Equity Interests Certificated? (Y/N)	Jurisdiction 
	 	 	 	 	 
	 	 	 	 	 


 


	Have any new Deposit Accounts or Securities Accounts been opened?  If yes, please complete schedule below.	Yes	No


 


	Accountholder	Deposit Account / Intermediary	Address	Account Number	Account Control Agreement in place?  (Y/N)
	 	 	 	 	 
	 	 	 	 	 


   


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


 


BORROWER REPRESENTATIVE:


 


Porch.com, Inc.


 


	By:	 	 
	Name: 	 	 
	Title:	 	 


  



     


     


    

 


appendix
1


 


FINANCIAL
COVENANT CALCULATIONS


 


[Attached.]


 



     


     


    

 


EXHIBIT D


 


REQUIREMENTS FOR INSURANCE DOCUMENTATION


 


Contact Information for Insurance Documentation:


 


	RUNWAY Growth Credit Fund Inc., as

collateral agent, and its successors and assigns

205 N. Michigan Ave., Suite 4200

Chicago, IL 60601

Attn: Legal Reporting	 



 


Document Requirements:


 


	Document	Requirement
	1.    Certificate of Liability Insurance (ACORD FORM 25)	
        ·  
          Runway Growth Credit Fund Inc., as collateral agent, and its
        successors and assigns to be designated as “Additional Insured”.

        ·     Runway
        Growth Credit Fund Inc. name and address to be listed as Certificate Holder.

	
        2.    General
        Liability Endorsement (Additional Insured Endorsement)

         
	·     Runway Growth Credit Fund Inc., as collateral agent, and its successors and assigns to be named in additional insured endorsement.
	3.    Evidence of Commercial Property Insurance (ACORD FORM 28)	
        ·     All-risk
        commercial property insurance incurring all of each Borrower’s property

        ·     Runway
        Growth Credit Fund Inc., as collateral agent, and its successors and assigns to be designated as “Lender’s Loss
        Payable,” with Lender’s Loss Payable provision designated.

        ·     Runway
        Growth Credit Fund Inc., as collateral agent, to be designated in Name and Address of Additional Interest.

        ·     Insured
        locations to include all locations of Borrowers listed in the Perfection Certificate

	
        4.    Commercial
        Property Endorsement (Lender’s Loss Payable Endorsement)

         
	
        ·     Runway
        Growth Credit Fund Inc., as collateral agent, and its successors and assigns to be scheduled and designated as “Lender Loss
        Payable” by endorsement

        ·     Lender
        loss payable clause with stipulation that coverage will not be cancelled without a minimum of ten days’ prior written notice
        for non-payment of premium, or 30 days for any other cancellation.



 






     


     


    

  


EXHIBIT E


 


AUTOMATIC PAYMENT AUTHORIZATION



 


Effective as of [______________],
2020 Porch.com, Inc. (“Borrower Representative”) hereby
authorizes RUNWAY Growth Credit Fund Inc., as administrative agent for Lenders
(in such capacity, “Agent”), or any affiliate acting on its behalf pursuant to the Loan Agreement and the bank
or financial institution named below (“Bank”) to automatically debit through the Automatic Clearing House (ACH)
from, and initiate variable debit and/or credit entries to, the deposit, checking or savings accounts as designated below maintained
in the name of a Borrower, and to cause electronic funds transfers to an account of Agent to be applied to the payment of any and
all amounts due under the Loan and Security Agreement, dated July 22, 2020 (as amended, restated, supplemented or otherwise modified,
from time to time, the “Agreement”), among Porch.com, Inc.,
a Delaware corporation (“Borrower Representative”), and each other Person party thereto as a Loan Party from
time to time (collectively, “Borrowers”, and each, a “Borrower”), the lenders from time to
time party thereto (collectively, “Lenders”), and Agent, as administrative agent and collateral agent for Lenders,
including without limitation, principal, interest, fees, expenses and charges (including Secured Party Expenses). Capitalized terms
not otherwise defined herein, have the meanings given in the Agreement.


 


This Authorization
shall remain in effect until the Loan Agreement has been terminated.


 


	Bank:	 
	Address:	 
	 	 
	ABA Number:	 
	Account Number:	 
	Account Holder:	 


 


[REMAINDER OF THIS PAGE
INTENTIONALLY LEFT BLANK]


 



     


     


    

 


[SIGNATURE PAGE TO AUTOMATIC
PAYMENT AUTHORIZATION]


 


This Authorization
is executed as of the date set forth above by the undersigned authorized representative of Borrower Representative:


 


	 	Porch.com, Inc.
	 	 
	 	By:	           
	 	Name:	 
	 	Title:	 



 



     


     


    

 


EXHIBIT F


 


Form
of


 


SECURED PROMISSORY NOTE


 


	$[________________]	[_______ __, 20__]


 


FOR VALUE RECEIVED,
the undersigned, Porch.com, Inc., a Delaware corporation (“Borrower
Representative”), and each other Person party thereto as a borrower from time to time (collectively, “Borrowers”,
and each, a “Borrower”), hereby unconditionally, jointly and severally, promise to pay to [__________________________]
(together with its successors and assigns, the “Holder”) at the times, in the amounts and at the address set
forth in the Loan and Security Agreement, dated as of July 22, 2020 (as amended, restated, supplemented or otherwise modified from
time to time, the “Loan Agreement”; capitalized terms used herein without definition have the meanings assigned
to such terms in the Loan Agreement), among Borrowers, the Holder, the other lenders from time to time party thereto (collectively,
“Lenders”), and RUNWAY GROWTH CREDIT FUND INC., a Maryland corporation, as administrative agent and collateral
agent for Lenders (in such capacity, “Agent”), the lesser of (i) the principal amount of [___________]
Dollars ($[__________]) and (ii) the aggregate outstanding principal amount of Loans made by the Holder to Borrowers according
to the terms of Section 2.2 of the Loan Agreement. Borrowers further, jointly and severally, promise to pay interest
in accordance with Section 2.3 of the Loan Agreement. In no event shall interest hereunder exceed the maximum rate permitted
under applicable law. All payments of principal, interest and any other amounts due shall be made as set forth in Section 2.5
of the Loan Agreement.


 


The Obligations evidenced
by this Secured Promissory Note (as amended, restated, supplemented or otherwise modified from time to time, this “Note”)
are subject to acceleration in accordance with Section 9.1 of the Loan Agreement. Borrower hereby waives presentment, demand,
notice of default or dishonor, notice of payment and nonpayment, protest and all other demands and notices in connection with the
execution, delivery, acceptance, performance, default or enforcement of this Note.


 


This Note is secured
by a security interest in the Collateral granted to Agent, for the ratable benefit of Lenders, pursuant to certain other Loan Documents.


 


The terms of Section
11 are incorporated herein, mutatis mutandis.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 



     


     


    

 


[SIGNATURE PAGE TO SECURED
PROMISSORY NOTE]


 


IN WITNESS WHEREOF, Borrowers have caused
this Note to be duly executed and delivered on the date set forth above by the duly authorized representative of each Borrower.


  


	 	BORROWERS 
	 	 
	 	PORCH.COM, INC.
	 	 
	 	By	            
	 	Name:	 
	 	Title:	 


  



     


     


    

 


EXHIBIT G


 


FORM OF ASSIGNMENT AGREEMENT


 


This Assignment and
Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered
into by and between [the][each]1
Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights
and obligations of [the Assignors][the Assignees]3
hereunder are several and not joint.]4
Capitalized terms used but not defined herein shall have the meanings given to them in the Loan and Security Agreement identified
below (the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Acceptance as if set forth herein in full.


 


For an agreed consideration set forth below
as the “Purchase Price”, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective
Assignees], and[the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject
to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by Agent
as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity
as a Lender][their respective capacities as Lenders] under the Loan Agreement and any other documents or instruments delivered
pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights
and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor
(in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether
known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related
to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned
by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively
as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor
and, except as expressly provided in this Assignment and Acceptance, without representation or warranty (express or implied) by
[the][any] Assignor.


 


	1.	Assignor[s]:____________



 


	2.	Assignee[s]:____________ [for each Assignee identify Lender]



 


	3.	Borrower(s): Porch.com, Inc., a Delaware corporation



 


	4.	Agent: Runway Growth Credit Fund Inc., as the “Agent” under the Loan Agreement.



 


	5.	Loan Agreement: Loan and Security Agreement, dated as of July 22, 2020 (as amended, restated, supplemented or otherwise
modified from time to time, the “Loan Agreement”), among Borrower and any other borrowers from time to time
party thereto, the Assignee, (together with any other lenders from time to time party thereto, collectively, “Lenders”),
and Runway Growth Credit Fund Inc., a Maryland corporation, as administrative agent and collateral agent for Lenders.



 


	6.	Loan Assigned Interest:



 


	Assignor[s]5	 	Assignee[s]6	 	Aggregate Amount of

Loan

for all Lenders	 	Amount of

Loan Assigned	 	Percentage Assigned of

Loan7
	 	 	 	 	$	 	$	 	%
	 	 	 	 	$	 	$	 	%
	 	 	 	 	$	 	$	 	%



 


	7.	Purchase Price: $ 



  


Effective Date: ________________, 20__
[TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


[Remainder
of page intentionally left blank]


 





 






		1	For bracketed language here and elsewhere in this form
relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment
is from multiple Assignors, choose the second bracketed language.



		2	For
bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose
the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.



		3	Select as appropriate.



		4	Include bracketed language
if there are either multiple Assignors or multiple Assignees.



		5	List each Assignor, as appropriate.



		6	List each Assignee, as appropriate.



		7	Set forth, to at least 9 decimals, as a percentage of the
Loan of all Lenders thereunder.



 



     


     


    

 


[signature
page to assignment agreement]


 


The terms set forth
in this Assignment Agreement are hereby agreed to:


 


	 	ASSIGNOR
	 	 
	 	[NAME OF ASSIGNOR]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	ASSIGNEE
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Consented to and Accepted:


runway growth credit
fund inc., as Agent


 


	By:	 	 
	 	Name:	 
	 	Title:	 



 



     


     


    

 


SCHEDULE
1


GUARANTORS


GoSmith, Inc., a Delaware corporation


Done.com Holdings, Inc., a Texas corporation


Inspection Support Limited Liability Company, a Nevada limited
liability company


Guardian Small Business Consulting and Financial Services LLC,
an Idaho limited liability company


SVZ Holding, Inc., a California corporation


Hire a helper LLC, a California limited liability company


HireAHelper Corporate Relocation, LLC, a California limited
liability company


Elite Insurance Group, Inc., a Delaware corporation


  



     


     


    

 


SCHEDULE
2


COMMITMENTS


 


	lender	EAGLE loan commitment	NOTICE INFORMATION
	 runway growth credit fund inc.	$40,000,000	
        Runway Growth Credit Fund Inc.

        205 N Michigan Ave., Suite 4200

        Chicago, IL 60601

        Attention: Legal Reporting

        Email: legalreporting@runwaygrowth.com;

         

	ORIX gROWTH cAPITAL llc	$3,500,000	
        ORIX Growth Capital, LLC

        1717 Main St., Suite 1100

        Dallas, TX 75201

        Attention: General Counsel

        Email: mark.campbell@orix.com;

        Jeff.Bede@orix.com.

	MIDCAP FINANCIAL TRUST 	$3,500,000	
        MidCap Financial Trust

        c/o MidCap Financial Services, LLC, as servicer

        7255 Woodmont Ave, Suite 200

        Bethesda, MD 20814

        Attn: Legal

        Fax: 301-941-1450

        Email: legalnotices@midcapfinancial.com

	Total Commitments	$47,000,000	 


 






     


     


    

 


schedule
3


 


post-closing
deliveries


 


		1.	Within three (3) Business Days of the Closing Date, the original signature page to the Warrant
and any pledged stock certificates or stock powers.



 


		2.	Within seven (7) Business Days of the Closing Date, duly executed signatures to the Account Control
Agreement(s) required under Section 6.6(b) hereof.



 


		3.	Within seven (7) Business Days of the Closing Date, articles of organization duly certified by
the Secretary of State of the State of California, for each Loan Party whose jurisdiction of organization is California.



 


		4.	Within thirty (30) days of the Closing Date, duly executed signatures to the Collateral Access
Agreement(s) for such locations as Agent may require.



 


		5.	Within thirty (30) days of the Closing Date, duly executed signature to a Seller Subordination
Agreement by 50five, LLC.



 


		6.	Within thirty (30) days of the Closing Date, Borrower Representative shall deliver the following:



 


		a.	A certificate of good standing for Gosmith, Inc. issued by the Secretary of State of Washington;



 


		b.	Evidence that the tax lien on Curtis Kindred, Inc. has been released or confirmation that prior
to divestiture of Curtis Kindred, Inc., none of its assets have been transferred to any Loan Party;



 


		c.	Evidence satisfactory to Agent that the state tax lien filed against Kandela, LLC has been terminated;



 


		d.	Evidence satisfactory to Agent that the ownership assignments from Kandela, LLC to Borrower Representative
of acquired Intellectual Property has been recorded with the USPTO.



 


		7.	Within thirty (30) days of the Closing Date, the original stock certificates representing any Shares,
if any, together with a stock power or other appropriate instrument of transfer, duly executed by the holder of record of such
Shares and in blank