Exhibit
10.1


 


AMENDMENT
TO FORBEARANCE AGREEMENT


 


This
Amendment to Forbearance Agreement (this “Agreement”) is entered into as of October 17, 2022, with an effective date
of August 8, 2022 (this “Effective Date”), and is by and among T3 COMMUNICATIONS, INC., a Nevada corporation
(the “Company”), T3 COMMUNICATIONS, INC., a Florida corporation (“T3FL”), SHIFT8 NETWORKS,
INC., a Texas corporation (“Shift8”), NEXOGY, INC., a Florida corporation, NEXT LEVEL INTERNET, INC.
a California corporation (“Next Level”; Next Level, Nexogy, T3FL and Shift8 are each referred to herein individually
as a “Guarantor” and collectively as the “Guarantors”; the Company and the Guarantors are each
referred to herein individually as a “Loan Party” and collectively as the “Loan Parties”), the
Lenders party hereto, and POST ROAD ADMINISTRATIVE LLC, a Delaware limited liability company, as administrative agent for the
Lenders (together with its successors and assigns in such capacity, the “Administrative Agent”).


 


WITNESSETH:


 


WHEREAS,
Loan Parties, Lenders and Administrative Agent are parties to that certain Credit Agreement dated as of November 17, 2020 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS,
Loan Parties, Lenders and Administrative Agent are parties to that certain Joinder and Second Amendment to Credit Agreement dated as
of February 4, 2022 (the “Joinder Agreement”);


 


WHEREAS,
certain Events of Default have occurred and are continuing (i) under and pursuant to Section 13.1.5 of the Credit Agreement
as a result of the Loan Parties’ (A) failure to timely deliver to Administrative Agent a Compliance Certificate for the Fiscal
Quarter ended April 30, 2022 in accordance with Section 10.1.3 of the Credit Agreement, (B) failure to timely deliver to Administrative
Agent financial projections in accordance with Section 10.1.8 of the Credit Agreement, (C) failure to timely deliver to Administrative
Agent an executed copy of the lease relating to 1610 Royal Palm Avenue, Fort Myers, FL 33901 in accordance with Section 10.9 of the Credit
Agreement, (D) failure to timely deliver to Administrative Agent Control Agreement(s) covering all deposit, checking and other operating
accounts as required by Section 10.11 of the Credit Agreement, (E) failure to close the deposit accounts listed on Schedule 10.14(b)
within 30 days after the Closing Date in accordance with Section 10.14 of the Credit Agreement, (F) failure to maintain a Senior
Leverage Ratio of less than 4.05 to 1.00 for the Fiscal Quarter ending April 30, 2022, in accordance with Section 11.12.2 of the Credit
Agreement and (G) making Capital Expenditures in excess of $379,109 in the current fiscal year, (ii) under and pursuant to
section 6 of the Joinder Agreement as a result of the Loan Parties’ (A) failure to consolidate the “ACH Inbound”
deposit account with the “Operating” deposit account within 30 days after the Second Amendment Closing Date, (B) failure
to deliver a Control Agreement relating to the New Guarantor’s depository institutions within 30 days after the Second Amendment
Closing Date, (C) failure to provide Administrative Agent at least 10 Business Days’ notice before filing a Current Report
on Form 8-K with the Securities and Exchange Commission on February 10, 2022, an Amended Current Report on Form 8-KA with the Securities
and Exchange Commission on February 11, 2022 and a Quarterly Report on Form 10-Q with the Securities and Exchange Commission on March
17, 2022, (D) failure to provide Administrative Agent at least 10 Business Days’ notice before filing a Certificate of Correction
with the Secretary of State of Nevada on May 24, 2022, (E) failure to deliver to Administrative Agent evidence of filing a UCC-3
termination statement relating to UCC-1 File No. U210095545525 within 30 days after the Second Amendment Closing Date, and (F) failure
to deliver to Administrative Agent a Landlord Agreement relating to 1610 Royal Palm Avenue, Fort Myers, FL 33901 within 10 days after
the Second Amendment Closing Date, (iii) under and pursuant to Section 7 of the Joinder Agreement as a result of the Loan Parties’
failure to engage an Industry Consultant on or before February 15, 2022, and (iv) under and pursuant to Section 8 of the Joinder
Agreement as a result of the Loan Parties’ failure to provide financial information and projections on or before March 31, 2022
(collectively, the “Prior Existing Defaults”);


 


WHEREAS,
following the occurrence of the Prior Existing Defaults, Loan Parties, Lenders and Administrative Agent entered into that certain Forbearance
Agreement and Third Amendment to Credit Agreement dated as of June 13, 2022 (as amended hereby and as may otherwise be amended, restated,
supplemented or otherwise modified from time to time, the “Forbearance Agreement”);


 






     


     


    

 


WHEREAS,
since the date of the Forbearance Agreement, certain additional Events of Default have occurred under and pursuant to Section 13.1.5
of the Credit Agreement as a result of the Loan Parties’ (A) failure to timely deliver to Administrative Agent a Compliance
Certificate for the Fiscal Quarter ended July 31, 2022 in accordance with Section 10.1.3 of the Credit Agreement, (B) failure to
timely deliver to Administrative Agent an executed copy of the First Amendment to Lease Agreement relating to 8023 Vantage Dr., Suite
660, San Antonio, TX 78230 in accordance with Section 10.9 of the Credit Agreement, (C) failure to maintain a Senior Leverage Ratio
of less than 4.06 to 1.00 for the Fiscal Quarter ended July 31, 2022 in accordance with Section 11.12.2 of the Credit Agreement, and
(D) failure to maintain Minimum Liquidity of $2,000,000 for the Fiscal Quarter ended July 31, 2022 in accordance with Section 11.12.4
of the Credit Agreement (collectively, the “Additional Existing Defaults”);


 


WHEREAS,
the Loan Parties anticipate additional Events of Default will occur under and pursuant to Section 13.1.5 of the Credit Agreement
as a result of Loan Parties’ (A) failure to timely deliver to Administrative Agent a Compliance Certificate for the Fiscal
Quarter ending October 31, 2022, in accordance with Section 10.1.3 of the Credit Agreement, (B) failure to maintain a Senior Leverage
Ratio of less than 4.05 to 1.00 for the Fiscal Quarter ending October 31, 2022 in accordance with Section 11.12.2 of the Credit Agreement,
and (C) failure to maintain Minimum Liquidity of $2,000,000 for the Fiscal Quarter ending October 31, 2022 in accordance with Section
11.12.4 of the Credit Agreement (collectively, the “Anticipated Defaults” and together with the Prior Existing Defaults
and the Additional Existing Defaults, each a “Specified Default” and collectively, the “Specified Defaults”);
and


 


WHEREAS,
Loan Parties have requested that Administrative Agent and Lenders continue to forbear from exercising their rights and remedies under
the Loan Documents due to the occurrence of the Specified Defaults, and agree to extend the Forbearance Period (as defined in the Forbearance
Agreement), as set forth in this Agreement.


 


AGREEMENTS


 


NOW
THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1. Existing
Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement
and/or the Joinder Agreement, as appropriate.


 


2. Specific
Amendment to Forbearance Agreement. Subject to the conditions set forth in this Agreement, the Forbearance Agreement is hereby amended
as follows:


 


(a) Administrative
Agent and Lenders agree to forbear during the Forbearance Period (as amended hereby) from (i) exercising its rights and remedies
under the Credit Agreement and the Loan Documents and applicable law solely due to the Specified Defaults, and (ii) requiring compliance
with the financial covenants set forth in Section 11.12 of the Credit Agreement.


 






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(b) The
term “Forbearance Period” shall mean the period commencing on the date of the Forbearance Agreement and ending on
the earliest to occur of (i) November 15, 2022, (ii) the date on which any Event of Default other than a Prior Existing Event
of Default, an Additional Existing Event of Default or an Anticipated Event of Default occurs or is deemed to have occurred, and (iii) any
failure by Loan Parties for any reason to comply with any term, condition or provision contained in the Forbearance Agreement (as amended
hereby).


 


3. Acknowledgments.


 


(a) Acknowledgment
of Indebtedness. Each Loan Party acknowledges and agrees that each Loan Party is indebted and liable to Lenders for the following
amounts: (A) as of October 3, 2022, principal in the aggregate amount of not less than $22,804,561.44, plus accrued and unpaid interest
thereon, with respect to Term Loan A, and not less than $10,234,544.39, plus accrued and unpaid interest thereon, with respect to Term
Loan C, each pursuant to the terms and provisions of the Credit Agreement, the Notes and the Forbearance Agreement; (B) Administrative
Agent’s and Lenders’ costs and expenses associated with the Credit Agreement and the Loan Documents; and (C) the attorneys’
fees and costs incurred by Administrative Agent in the preparation, negotiation and finalization of this Agreement and any documents,
instruments and agreements related hereto (all of the foregoing amounts together with any other Obligation (as such term is used in the
Credit Agreement) are hereinafter collectively referred to as the “Obligations”), all without offset, counterclaims
or defenses of any kind. Each Loan Party acknowledges and agrees that the Obligations may not be inclusive of all expenses and costs
incurred by Administrative Agent and Lenders and payable by each Loan Party, and that fees, costs, and interest will continue to accrue
and be added to the Obligations until the Obligations are paid in full in cash. Administrative Agent reserves the right in its sole and
absolute discretion to impose default interest on the unpaid Obligations.


 


(b) Acknowledgment
of Liens and Priority. Each Loan Party acknowledges and agrees that pursuant to the Credit Agreement and the Loan Documents, Administrative
Agent holds first priority, perfected security interests in, and Liens upon all of the Collateral of each Loan Party wherever located,
now owned or hereafter acquired or arising, subject only to Permitted Liens.


 


(c) Reaffirmation
of Security Interests; Cross-Collateralization. All of the assets and property of each Loan Party pledged, assigned, conveyed, mortgaged,
hypothecated or transferred to Administrative Agent pursuant to the Credit Agreement and the Loan Documents, including, without limitation,
all Collateral, constitutes security and collateral for all of the Obligations. Each Loan Party hereby grants to Administrative Agent,
and reaffirms its prior conveyance to Administrative Agent of, a continuing security interest in, lien on, and charge against all of
the Collateral, including, without limitation, in all funds and/or monies contained in any accounts under the control of Administrative
Agent. Each Loan Party agrees to promptly execute and deliver to Administrative Agent such additional documentation reasonably deemed
necessary or appropriate by Administrative Agent in its sole and absolute discretion, to achieve or more fully effectuate the purpose
of this section of this Agreement.


 


(d) Administrative
Agent and Lenders Have No Obligation to Extend Forbearance. Each Loan Party hereby acknowledges and agrees that Administrative Agent
and Lenders shall have no actual or implied duty or obligation to extend the forbearance granted to each Loan Party herein beyond the
Forbearance Period, as amended hereby, that the forbearance granted to each Loan Party under the Forbearance Agreement shall not constitute
a custom or course of dealing between Administrative Agent, Lenders and each Loan Party, and that any such extension shall be based upon
Administrative Agent’s and Lender’s sole and absolute discretion.


 






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(e) Waiver
of Certain Rights. EACH LOAN PARTY HEREBY ACKNOWLEDGES AND AGREES THAT AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING UNDER THE
CREDIT AGREEMENT AND THE LOAN DOCUMENTS AND EACH LOAN PARTY HEREBY EXPRESSLY WAIVES ALL OF ITS RIGHTS TO: (1) NOTIFICATION BY ADMINISTRATIVE
AGENT OF ANY PUBLIC OR PRIVATE SALE OR OTHER INTENDED DISPOSITION OF THE COLLATERAL; AND (2) OBJECT TO ANY PROPOSAL OF ADMINISTRATIVE
AGENT TO RETAIN THE COLLATERAL IN SATISFACTION OF THE OBLIGATIONS.


 


4. Conditions
Precedent. This Agreement shall become effective, the amendments described in Section 2 above shall commence upon receipt
by Administrative Agent of evidence of satisfaction of each and every of the following items and conditions, as determined by Administrative
Agent in its sole and absolute discretion:


 


(a) A
duly executed and delivered original of this Agreement by the Loan Parties.


 


(b) Payment
for all of the attorneys’ fees and costs incurred by Administrative Agent in connection with this Agreement and the matters, documents
and transactions related in any way hereto.


 


(c) Such
other certificates, instruments, schedules, exhibits, assignments, agreements, and documents as Administrative Agent may reasonably request,
each of which shall be in form and substance satisfactory to Administrative Agent and its counsel.


 


5. RELEASE
BY THE LOAN PARTIES. WITHOUT LIMITING ANY OTHER RELEASE PROVIDED BY THE LOAN PARTIES IN FAVOR OF LENDER GROUP (AS DEFINED BELOW),
EACH LOAN PARTY ON BEHALF OF ITSELF, AND ALL PERSONS AND ENTITIES CLAIMING BY, THROUGH, OR UNDER THE LOAN PARTIES, HEREBY UNCONDITIONALLY
RELEASES, REMISES, ACQUITS, WAIVES AND FOREVER DISCHARGES ADMINISTRATIVE AGENT AND EACH LENDER, AND ALL OF THEIR RESPECTIVE PAST AND
PRESENT OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, ATTORNEYS, AGENTS, REPRESENTATIVES, PARENT CORPORATION, SUBSIDIARIES, AFFILIATES,
SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “LENDER GROUP”), OF, FROM, AND WITH RESPECT TO ANY AND ALL MANNER OF ACTION
AND ACTIONS, CAUSE AND CAUSES OF ACTIONS, SUITS, DISPUTES, DEBTS, DUES, DAMAGES, PENALTIES, FEES, LOSSES, COSTS, EXPENSES, ATTORNEYS
FEES, ACCOUNTS, BONDS, COVENANTS, CONTRACTS, AGREEMENTS, PROMISES, WARRANTIES, GUARANTEES, REPRESENTATIONS, LIENS, JUDGMENTS, AWARDS,
CLAIMS, CROSS CLAIMS, COUNTERCLAIMS, LIABILITIES, DEFENSES, DEMANDS, AND ANY CLAIMS FOR AVOIDANCE OR OTHER REMEDIES WHATSOEVER AVAILABLE
TO EACH LOAN PARTY, OR ITS SUCCESSORS OR ASSIGNS, WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, PAST OR PRESENT, ASSERTED OR
UNASSERTED, CONTINGENT OR LIQUIDATED, WHETHER OR NOT WELL FOUNDED IN FACT OR LAW, WHETHER IN CONTRACT, IN TORT OR OTHERWISE OR RESULTING
FROM ANY ASSIGNMENT, IF ANY, AT LAW OR IN EQUITY (COLLECTIVELY REFERRED TO AS “CLAIMS”), WHICH EACH LOAN PARTY EVER
HAD OR NOW HAS, CLAIMS TO HAVE HAD, NOW CLAIMS TO HAVE OR HEREAFTER CAN, SHALL OR MAY CLAIM TO HAVE AGAINST LENDER GROUP (OR ANY PART
THEREOF), FOR OR BY REASON OF ANY CAUSE, MATTER, OR THING WHATSOEVER ARISING FROM THE BEGINNING OF TIME THROUGH THE DATE HEREOF, INCLUDING,
WITHOUT LIMITATION, ANY AND ALL CLAIMS BASED UPON, RELATING TO OR ARISING OUT OF ANY AND ALL TRANSACTIONS, AGREEMENTS, RELATIONSHIPS
OR DEALINGS WITH OR LOANS MADE TO THE LOAN PARTIES PRIOR TO THE DATE HEREOF, OTHER THAN SOLELY FOR, IF ANY, LENDER’S GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT AS FINALLY DETERMINED IN A NON-APPEALABLE PROCEEDING BY A COURT OF COMPETENT JURISDICTION.


 


EACH
LOAN PARTY WARRANTS AND REPRESENTS THAT IT HAS NOT ASSIGNED, PLEDGED, HYPOTHECATED AND/OR OTHERWISE DIVESTED ITSELF AND/OR ENCUMBERED
ALL OR ANY PART OF THE CLAIMS BEING RELEASED HEREBY AND THAT EACH LOAN PARTY HEREBY AGREES TO JOINTLY AND SEVERALLY INDEMNIFY AND HOLD
HARMLESS ANY AND ALL OF LENDER GROUP AGAINST WHOM ANY OF THE CLAIMS SO ASSIGNED, PLEDGED, HYPOTHECATED, DIVESTED AND/OR ENCUMBERED IS
ASSERTED. THIS PROVISION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT OR THE FORBEARANCE AGREEMENT.


 






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Each
Loan Party hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it
respectively may have as against the Lender Group under any law, rule or regulation of any jurisdiction that would or could have the
effect of limiting the extent to which a general release extends to claims which each Loan Party or the Lender Group does not know or
suspect to exist as of the date hereof. Each Loan Party hereby acknowledges that the waiver set forth in the prior sentence was separately
bargained for and that such waiver is an essential term and condition of this Agreement (and without which this Agreement would not have
been agreed to by Lender). Each Loan Party understands and agrees that Administrative Agent and each Lender is entering into this Agreement
partly based on the releases and indemnities contained in this Section.


 


6. Representations
and Warranties. Each Loan Party hereby represents and warrants to Administrative Agent, which representations and warranties shall
survive the execution and delivery of this Agreement, that: (a) this Agreement and the actions on each Loan Party’s part contemplated
hereby have been duly approved by all requisite limited liability company action or corporate action, as applicable, on the part of each
Loan Party; (b) this Agreement has been duly executed and delivered and constitutes the legal, valid, and binding obligations of
each Loan Party, enforceable in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditor’s rights and remedies generally; (c) the execution, delivery and performance of
this Agreement does not and will not violate or conflict with any provision of any Loan Party’s certificate of formation, operating
agreement, limited liability company agreement or bylaws, as applicable, in effect on the date hereof, or any material contracts or agreements
to which any Loan Party is a party or by which any of such Loan Party’s assets are bound; (d) as of the date hereof, no Loan
Party has any defense, setoff, claim, counterclaim, or cause of action of any nature whatsoever, with respect to the Obligations, the
Credit Agreement or the Loan Documents; (e) this Agreement does not effect, and no agreement, compromise or settlement of any kind
has been reached with Administrative Agent and Lenders regarding, a restructuring, amendment or modification of all or any portion of
the Obligations, the Credit Agreement or the Loan Documents, and no such agreement shall exist or be deemed to exist unless and until
Lender and the Loan Parties execute and deliver complete documentation setting forth the terms of any such restructuring, amendment,
or modification; and (f) ADMINISTRATIVE AGENT AND LENDER HAVE MADE NO COMMITMENT, EXPRESS OR IMPLIED, AND HAS NO OBLIGATION TO ENTER
INTO ANY FURTHER AGREEMENT TO EXTEND THE TERM OF THE FORBEARANCE PERIOD. The execution and delivery of this Agreement by Administrative
Agent and Lenders and their performance under or pursuant to this Agreement, does not and shall not create, result in, or provide the
Loan Parties with any defense, setoff, claim, counterclaim, or cause of action of any nature whatsoever, with respect to the Obligations
or any of the Loan Documents. Each Loan Party further hereby represents and warrants to Administrative Agent that the representations
and warranties of each Loan Party contained in the Credit Agreement, the Forbearance Agreement and the Loan Documents, as amended, supplemented
and modified, are true, correct and complete in all material respects (without duplication of any materiality qualifier, if and as applicable)
on and as of the date hereof except to the extent that such representations expressly related (i) to existence of a default or event
of default under the Loan Documents or any material agreement, but in each case solely as a result of the Specified Defaults, (ii) solely
to an earlier date, in which case such representations were true and correct in all material respects (without duplication of any materiality
qualifier, if and as applicable) on and as of such earlier date, and (iii) to the extent that such representation was true on the
date of the Credit Agreement and is untrue on the date hereof solely as a result of an action or inaction by a Loan Party that is permitted
by the Credit Agreement. Each Loan Party further represents and warrants to Administrative Agent that no Default or Event of Default
exists other than the Specified Defaults. Each Loan Party acknowledges that Administrative Agent and Lenders are specifically relying
upon the representations, warranties and agreements contained herein and that such representations, warranties and agreements constitute
a material inducement to Administrative Agent and Lenders in entering into this Agreement.


 


7. Additional
Acknowledgments. To induce Administrative Agent and Lenders to enter into this Agreement, each Loan Party acknowledges and confirms
that: (i) the Credit Agreement, the Forbearance Agreement and all of the Loan Documents remain in full force and effect and are
hereby ratified and confirmed in all respects; and (ii) Administrative Agent and Lenders have no obligation, and has made no commitment,
to modify or amend the Credit Agreement or the Loan Documents.


 


8. Binding
Agreement. This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties hereto;
provided, however, no Loan Party may assign this Agreement or any of such Loan Party’s rights, responsibilities or
obligations hereunder without Administrative Agent’s prior written consent and any prohibited assignment shall be absolutely void
and of no force and effect.


 


9. Construction;
No Defenses. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Administrative
Agent and Lenders, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties
hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes
and intentions of the parties hereto. Each Loan Party acknowledges that each Loan Party has thoroughly read and reviewed the terms and
provisions of this Agreement, and that such terms and provisions are clearly understood by each Loan Party and have been fully and unconditionally
consented to by each Loan Party with the full benefit and advice of counsel chosen by each Loan Party.


 






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10. Rights
Cumulative. Each of Administrative Agent’s and Lender’s rights and remedies under this Agreement are and shall be cumulative.
Administrative Agent and Lenders shall have all rights and remedies under the Credit Agreement, the Forbearance Agreement, the Loan Documents,
the Uniform Commercial Code as adopted in the State of New York (or any other applicable jurisdiction), at law or in equity. No exercise
by Administrative Agent or Lender of one right or remedy shall be deemed an election, and no waiver by Administrative Agent or Lender
of any default on any Loan Party’s part shall be deemed a continuing waiver. No delay by Administrative Agent or Lender shall constitute
a waiver, election or acquiescence by it.


 


11. Severability.
The invalidity, illegality or unenforceability of any provision in or obligation under this Agreement shall not affect or impair the
validity, legality or enforceability of the remaining provisions or obligations hereunder.


 


12. Effect
of this Amendment. Except as expressly set forth herein, no other changes or modifications to the Loan Documents are intended or
implied, and in all other respects the Loan Documents are hereby specifically ratified and confirmed by all parties hereto as of the
date hereof. This Agreement and any instruments or documents delivered or to be delivered in connection herewith, represent the entire
agreement and understanding concerning the subject matter hereof and thereof between the parties hereto, and supersede all other prior
agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning
the subject matter hereof, whether oral or written. To the extent of conflict between the terms of this Agreement and the other Loan
Documents, the terms of this Agreement shall control. The Credit Agreement, the Forbearance Agreement and this Agreement shall be read
and construed as one agreement.


 


13. References.
All references in the Forbearance Agreement to “this Forbearance Agreement” or “the Forbearance Agreement” shall
be deemed to refer to the Forbearance Agreement as amended by this Agreement. This Agreement is one of the Loan Documents.


 


14. Counterparts;
Headings; Recitals. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all
of which when taken together shall together constitute one and the same instrument. A signature hereto sent or delivered by PDF, facsimile
or other electronic transmission shall be as legally effective and binding as a signed original for all purposes. The titles and headings
in this Agreement have no substantive meaning and are solely for the convenience of the parties. The Recitals hereto are hereby incorporated
into this Agreement by this reference thereto.


 


15. Costs
and Expenses. In addition to all other fees and expenses payable by the Loan Parties to Administrative Agent and Lenders under the
Loan Documents or otherwise, the Loan Parties shall reimburse Administrative Agent and Lenders for all costs and expenses including,
without limitation, all legal fees and expenses incurred by Administrative Agent and Lenders in the structuring, negotiation, arrangement
and/or preparation of this Agreement and the agreements, documents and/or instruments in connection herewith or contemplated hereby.


 


16. Further
Assurances. The parties hereto shall execute and deliver such additional documents and take such additional action as may be reasonably
necessary or desirable to effectuate the provisions and purposes of this Agreement.


 


17. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws
of the State of New York.


 


18. WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.


 


[Signature
Pages Follow]


 




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IN
WITNESS WHEREOF, duly authorized officers of each of the undersigned have executed this Amendment to Forbearance Agreement as of the
date first written above.


 


	 	COMPANY:
	 	 	                                   
	 	T3 COMMUNICATIONS, INC., a Nevada corporation, as the Company
	 	 
	 	By:	/s/ Arthur L. Smith
	 	Name: 	Arthur L. Smith
	 	Title:	President and Chief Executive Officer



 





Signature Pages to Amendment to Forbearance Agreement

 






     


     


    

 





	 	GUARANTORS:
	 	 	                                           
	 	T3 COMMUNICATIONS, INC.,
	 	a Florida corporation
	 	 
	 	By: 	/s/ Arthur L. Smith
	 	Name: 	Arthur L. Smith
	 	Title: 	President and Chief Executive Officer


 




     


     


    

 


	 	SHIFT8 NETWORKS, INC., 

a Texas Corporation
	 	 
	 	By: 	/s/ Arthur L. Smith
	 	Name: 	Arthur L. Smith
	 	Title: 	President and Chief Executive Officer



 




     


     


    

 


	 	NEXOGY, INC.,

 a Florida corporation
	 	 	 
	 	By:	/s/ Arthur L. Smith
	 	Name: 	Arthur L. Smith
	 	Title: 	President and Chief Executive Officer



 






     


     


    

 


	 	NEXT LEVEL INTERNET, INC.,
	 	a California corporation
	 	 
	 	By: 	/s/ Arthur L. Smith
	 	Name: 	Arthur L. Smith
	 	Title: 	President and Chief Executive Officer


 




     


     


    

 


	 	ADMINISTRATIVE AGENT:
	 	 
	 	POST ROAD ADMINISTRATIVE LLC
	 	 
	 	By:	/s/ Michael Bogdan               
	 	Name: 	Michael Bogdan
	 	Title:	Authorized Signatory
	 	 	 
	 	LENDERS:
	 	 	 
	 	POST ROAD SPECIAL OPPORTUNITY FUND II LP
	 	 	 
	 	By: 	/s/ Michael Bogdan
	 	Name: 	Michael Bogdan
	 	Title:	Authorized Signatory